Common use of Amendments to Rights Agreement Clause in Contracts

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) 1 of the Rights Agreement is amended by inserting to add the following new sentence at the end of such definitionthereof: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. Parent or Merger Sub or any Subsidiary, Affiliate or Associate of either of them shall be deemed to be an Acquiring Person or a Beneficial Owner of Common StockPerson, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as the result of any or all of the Merger Events.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a the result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (cf) The definition of “Triggering EventExpiration Date” in Section 1(ii) 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add the following sentence at the end thereof: thereof the words “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of and (iv) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were expired and this Agreement terminated.” (bg) The Rights Agent following definitions shall not be subject to, nor be required added to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation Section 1 of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Rights Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new sentence paragraph at the end of such definition: “Notwithstanding anything in this Agreement Section 1(a) that might otherwise be deemed to the contrary, none of Xxxxxxx XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, Smile Acquisition Corp. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any Affiliate of their respective Affiliates or Associate of Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person Person” solely by virtue of, or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approvalexecution and delivery of the Agreement and Plan of Merger, executiondated as of April 8, delivery2008, announcement by and among the Company, Parent and Merger Sub (including any amendment or performance of supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement; , the “Transaction Documents”), or (ii) the commencement announcement, commencement, performance or consummation of the Offer; transactions contemplated by the Transaction Documents, including, without limitation, the Offer or (iii) the consummation of the Merger or any of the other transactions contemplated (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(dd1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of (i) the approval, execution, delivery, announcement or performance an executive officer of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementCompany that a Permitted Event has occurred.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of (i) the approvalof, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementPermitted Event.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The (a) Section 1 of the Rights Agreement is hereby amended as follows: (a) The to add the following sentence at the end of the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition”: “Notwithstanding anything in this Agreement to the contrary, none neither Xxxxxxxxx-Xxxx Company Limited, a Bermuda corporation (“Xxxxxxxxx-Xxxx”), nor any of Xxxxxxx Corporation, Smile Acquisition Corp. its Affiliates or any Affiliate or Associate of either Associates shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.Distribution Date” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (c) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Stock Acquisition Time”: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Time shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transactions transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (d) Section 1 of the Rights Agreement is hereby amended to add the following definitions of “Effective Time”, “Merger” and “Merger Agreement” in the appropriate alphabetical order: “‘Effective Time’ shall have the meaning set forth in the Merger Agreement.” “‘Merger’ shall have the meaning set forth in the Merger Agreement.” “‘Merger Agreement’ shall mean that Agreement and Plan of Merger, dated December 15, 2007, among the Company, Xxxxxxxxx-Xxxx and Indian Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Indian, as amended from time to time.” (e) Section 3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, no Distribution Date shall be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (f) Section 7(a) of the Rights Agreement is hereby modified, amended and restated in its entirety as followsentirety: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposein New York, New York, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-hundredths hundredth of a share (or other securities, cash or other asserts, as the case may be) of Preferred Stock as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), Time; (ii) 5:00 P.M.the Close of Business on July 9, New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board 2013 (the ‘“Final Expiration Date’”), or (iii) the time at which the Rights are redeemed or as provided in Section 23, (iv) the time at which the Rights are exchanged as provided in Section 23 23A, or (v) the time at which the Rights expire pursuant to Section 24 hereof 13(d) (the such earliest of (i), (ii) and (iii) time being herein referred to as the ‘“Expiration Date’”).” (g) Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following at the end thereof immediately prior to the periodthereof: “; provided, however, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (B) Agreement or the commencement approval, adoption or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (h) Section 13(a) of the Rights Agreement is hereby amended to delete the final sentence thereof and add the following at the end thereof immediately thereof: “The Company shall not consummate any Section 13 Event unless prior thereto the Company and such issuer shall have executed and delivered to the period: “; provided, however, that, notwithstanding Rights Agent a supplemental agreement containing the provisions required by this Section 13. Notwithstanding anything in this Agreement to the contrary, a no Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (i) Section 25 23A(a) of the Rights Agreement is hereby amended to add the following new section subsection at the end thereof: (e) Notwithstanding anything in this Agreement to the contrary, no exchange referred to in Section 23A(a) hereof shall be authorized solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (j) Section 24 of the Rights Agreement is hereby amended to add the following subsection at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate under this Section 24 solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of Geac Computer Corporation Limited, a corporation governed by the Canada Business Corporations Act ("Parent"), Conductor Acquisition Corp., a Michigan corporation ("Merger Subsidiary"), or any Affiliate or Associate of Parent or Merger Subsidiary shall be deemed to be an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Offer, the Top-Up Option, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Offer, the Top-Up Option, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person). (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is amended to add the following at the end thereof (before the "."): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Offer, the Top-Up Option, the Merger or the Transactions. (c) The definition of "Shares Acquisition Date" in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the "."): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement announcement, consummation or performance of the Merger Agreement; (ii) , the commencement or consummation of Voting Agreement, the Offer; or (iii) , the consummation of Top-Up Option, the Merger or any of the other transactions contemplated in the Merger AgreementTransactions.” (cd) The definition of “"Triggering Event” " in Section 1(ii) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, a Triggering Event shall not be deemed to have occurred solely as a result of (i) include the approval, execution, delivery, announcement announcement, consummation or performance of the Merger Agreement; (ii) , the commencement or consummation of Voting Agreement, the Offer; or (iii) , the consummation of Top-Up Option, the Merger or any of the other transactions contemplated in the Merger AgreementTransactions.” (de) The following definitions are shall be added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement Agreement, the definition of “Acquiring Person,” is hereby amended by inserting adding the following new sentence paragraph at the end of such definition: Section 1(a): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, neither Invitrogen Corporation (“Parent”), Bxxxxxx, Inc., a wholly owned subsidiary of Parent (“Purchaser”), nor any of their Affiliates or Associates shall be deemed an Acquiring Person and none of Xxxxxxx Corporationthe Distribution Date, Smile Stock Acquisition Corp. Date or any Affiliate or Associate of either Triggering Event shall be deemed to be an Acquiring Person occur, in each such case, in connection with or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement delivery or performance of the Agreement and Plan of Merger dated as of October 15, 2002, including any amendment or supplement thereto (the “Merger Agreement; (ii) ”), among Parent, Merger Sub and the Company, or by the announcement, commencement or consummation of the Offer; Offer or the Merger (iiieach as defined in the Merger Agreement) or the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement. No such event shall entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.” (b) The Section 1(bb) of the Rights Agreement, the definition of “Stock Acquisition Date,” in Section 1(dd) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 1(bb): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; (ii) , or by the announcement, commencement or consummation of the Offer; Offer or the Merger (iiieach as defined in the Merger Agreement) or the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement.” (c) The Section 1(dd) of the Rights Agreement, the definition of “Triggering Event,” in Section 1(ii) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 1(dd): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; (ii) , or by the announcement, commencement or consummation of the Offer; Offer or the Merger (iiieach as defined in the Merger Agreement) or the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 3(a): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; (ii) , or by the announcement, commencement or consummation of the Offer; Offer or the Merger (iiieach as defined in the Merger Agreement) or the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement.” (fe) Section 7(a) of the Rights Agreement is modified, hereby amended and restated in its entirety as follows: by replacing the word “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or or” that appears immediately prior to the earliest symbol “(iii)” with a common and deleting the parenthetical contained at the end of Section 7(a) and by adding the following to the end of the amended Section 7(a): “, or (iiv) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii), (iii) and (iiiiv) being herein referred to as the ‘“Expiration Date’”).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) 1 of the Rights Agreement is amended by inserting to add the following new sentence at the end of such definitionthereof: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. Parent or Merger Sub or any Subsidiary, Affiliate or Associate of either of them shall be deemed to be an Acquiring Person or a Beneficial Owner of Common StockPerson, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as the result of any or all of the Merger Events.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a the result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (cf) The definition of “Triggering EventExpiration Date” in Section 1(ii) 1 of the Rights Agreement is amended to replace the words “and (iii)” with “, (iii)” and to add the following sentence at the end thereof: thereof the words “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of and (iiv) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective TimeTime (as such term is defined in the Merger Agreement), which notice shall specify (i) that the Effective Time (as such term is defined the Merger Agreement) has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were expired and this Agreement terminated.” (bg) The Rights Agent following definitions shall not be subject to, nor be required added to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation Section 1 of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Rights Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 1. (a) The Section 1 of the Rights Agreement is hereby amended to add the following definitions of “Effective Time”, “Merger” and “Merger Agreement” in the appropriate alphabetical order: “‘Effective Time’ shall have the meaning set forth in the Merger Agreement.” “‘Merger’ shall have the meaning set forth in the Merger Agreement.” “‘Merger Agreement’ shall mean that certain Agreement and Plan of Merger, to be entered into among Invitrogen Corporation, a Delaware corporation, Atom Acquisition, LLC, a Delaware limited liability company and the Company, as amended from time to time.” (b) Section 1 of the Rights Agreement is hereby amended to add the following sentence immediately prior to the last sentence of the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition”: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Invitrogen Corporation, Smile Acquisition Corp. a Delaware corporation, Atom Acquisition, LLC, a Delaware limited liability company, nor any of their respective Affiliates or any Affiliate or Associate of either Associates shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (bc) The definition of “Stock Acquisition Date” in Section 1(dd1(j) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.Distribution Date” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (fd) The definition of “Exempt Person” set forth in Section 7(a1(m) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading read in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date none of Franklin I or Xxxxxxxx XX or any Affiliate or Associate of any of them shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely as a result by virtue of (i) the approval, execution, delivery, announcement or performance execution and delivery of the Merger Purchase Agreement; , or (ii) the commencement or consummation issuance and delivery of shares of Common Stock in accordance with Article 2 of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Purchase Agreement.” (cb) The definition of “Triggering EventDistribution Date” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance execution and delivery of the Merger Purchase Agreement; , or (ii) the commencement or consummation issuance and delivery of shares of Common Stock in accordance with Article 2 of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Purchase Agreement.” (fc) Section 7(a) The definition of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Stock Acquisition Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth ” in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) 1 of the Rights Agreement is amended to add the following sentence at the end thereof immediately prior to the periodthereof: “; provided, however, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event Stock Acquisition Date shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance execution and delivery of the Merger Purchase Agreement; , or (ii) the commencement or consummation issuance and delivery of shares of Common Stock in accordance with Article 2 of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Purchase Agreement.” (ie) The following definitions shall be added to Section 25 1 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company Agreement: “‘Franklin I’ shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreementmean FTVIPT—Franklin Income Securities Fund.” “‘Xxxxxxxx XX’ shall mean Franklin Custodian Funds—Income Series.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement Agreement, the definition of “Acquiring Person,” is hereby amended by inserting adding the following new sentence paragraph at the end of such definition: Section 1(a): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, none neither Broadcom Corporation (“Parent”), I&N Acquisition Corp., a wholly owned subsidiary of Xxxxxxx CorporationParent (“Merger Sub”), Smile Acquisition Corp. nor any of their Affiliates or any Affiliate or Associate of either Associates shall be deemed to be an Acquiring Person and none of the Distribution Date, Shares Acquisition Date or a Beneficial Owner of Common Stockany Trigger Event shall be deemed to occur, either individually in each such case, in connection with or collectively, solely as a result of (i) the approval, execution, delivery, announcement delivery or performance of the Agreement and Plan of Merger dated as of September 11, 2011, including any amendment or supplement thereto (the “Merger Agreement; (ii) ”), among Parent, Merger Sub and the commencement Company, or by the announcement or consummation of the Offer; Merger (each as defined in the Merger Agreement) or (iii) the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement. No such event shall entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd1(u) of the Rights Agreement Agreement, the definition of “Shares Acquisition Date,” is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 1(v): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Shares Acquisition Date shall not be deemed to have occurred solely as a result by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; (ii) , or by the commencement announcement or consummation of the Offer; Merger (each as defined in the Merger Agreement) or (iii) the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii1(aa) of the Rights Agreement Agreement, the definition of “Trigger Event,” is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 1(bb): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Triggering Trigger Event shall not be deemed to have occurred solely as a result by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; (ii) , or by the commencement announcement or consummation of the Offer; Merger (each as defined in the Merger Agreement) or (iii) the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 3(a): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; (ii) , or by the commencement announcement or consummation of the Offer; Merger (each as defined in the Merger Agreement) or (iii) the consummation execution of the Merger other documents or any consummation of the other transactions contemplated in by the Merger Agreement.” (fe) Section 7(a) of the Rights Agreement is modified, hereby amended and restated in its entirety as follows: by deleting the word “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or or” that appears immediately prior to the earliest symbol “(iii)” and deleting the period at the end of Section 7(a) and by adding the following to the end of the amended Section 7(a): “, or (iiv) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (gf) Section 11(a)(ii13(f) of the Rights Agreement is hereby amended to add by adding the following sentence at the end thereof immediately prior to the period: of Section 13(f): “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the The approval, execution, delivery, announcement delivery or performance of the Merger Agreement; (B) Agreement shall constitute a transaction described in this Section 13(f), and shall not entitle or permit the commencement or consummation holders of the Offer; or (C) Rights to exercise the consummation Rights, including giving the holders of the Merger or Rights the right to acquire securities of any of the other transactions contemplated in party to the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereofthe paragraph: “Notwithstanding anything in this Agreement to the contraryforegoing, a Stock neither Parent, Acquisition Date nor any of their respective, existing or future Affiliates or Associates shall not be, or be deemed to have occurred solely as a result be, an Acquiring Person, either individually or collectively, by virtue of (i) the approval, execution, delivery, public or other announcement or performance of the Merger Agreement; Agreement or any transaction contemplated thereby or arising in connection therewith, including, without limitation, the Offer, the Top-Up Option or the Mergers, (ii) the acquisition of Common Shares (including, without limitation, any options, warrants or other securities and rights to acquire Common Shares and upon the conversion of shares of common stock of Acquisition into Common Shares of the Company in the Merger) of the Company pursuant to or in connection with the Merger Agreement or any transaction contemplated thereby or arising in connection therewith, including without limitation, the Offer, the Mergers or the Top-Up Option, (iii) the approval, execution or delivery of the Merger Agreement or (iv) the commencement or consummation of the Offer; , the Mergers or the Top-Up Option or any other transactions contemplated by or arising in connection with the Merger Agreement or any other agreement, instrument or document contemplated by the Merger Agreement (each of the events described in clauses (i), (ii), (iii) the consummation or (iv) and any combination thereof, an “Exempt Event”).” (b) The definition of “Beneficial Owner” and “beneficially owned” in Section 1 of the Merger or Rights Agreement is amended to delete the last sentence in its entirety and replace it with the following: “Notwithstanding anything in this definition of Beneficial Ownership to the contrary, (A) the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder and (B) for purposes of this Agreement, neither Parent, Acquisition nor any of their respective Affiliates or Associates shall be, or be deemed to be, the other transactions contemplated in the Merger Agreement“Beneficial Owner” of, or shall be deemed to “beneficially own,” any securities as a result of any Exempt Event.” (c) The definition of “Triggering EventFinal Expiration Date” in Section 1(ii) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading read in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date neither Xxxxxxx Gold Corporation nor any of its Affiliates or Associates (hereinafter, collectively, "Barrick") shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely as a result by virtue of (i) the approval, execution, delivery, announcement execution or performance delivery of the Merger Agreement or the Stockholders Agreement; , (ii) the commencement or consummation announcement of the Offer; Merger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iiiiv) the consummation of the Merger or any of the other transactions contemplated in by the Merger Agreement or the Stockholders Agreement.”" (cb) The definition of “Triggering Event” in Section 1(ii3(b) of the Rights Agreement is amended to add the following sentence at immediately after the end first sentence thereof: “"Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a no Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement execution or performance delivery of the Merger Agreement or the Stockholders Agreement; , (ii) the commencement or consummation announcement of the Offer; Merger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iiiiv) the consummation of the Merger or any of the other transactions contemplated in by the Merger Agreement or the Stockholders Agreement.”" (fc) Clause (i) of the first sentence of Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading read in its entirety as follows: (ai) This Agreement the earlier of (1) the Close of Business on October 15, 2007 and the Rights established hereby will terminate in all respects (2) immediately prior to the Effective Time (as such term is defined in of the Merger Agreement(such earlier time being the "Expiration Date"). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminatedor ". (bd) The Rights Agent following definitions shall not be subject to, nor be required added to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation Section 1 of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Rights Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not none of Parent, Merger Sub or any other interestholder or Subsidiary (as each such term is defined in the Merger Agreement) of Parent be deemed to have occurred be an Acquiring Person, solely as a result by reason of (i) the approval, execution, delivery, announcement or performance execution of the Merger Agreement; (ii) , the commencement Voting Agreement, or consummation of the Offer; Rollover Commitments, or (iii) the consummation of the Merger or any of the other transactions contemplated in thereby, including the Merger AgreementMerger.” (cb) The definition of “Triggering EventDistribution Date” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as by reason of the result of (i) the approval, execution, delivery, announcement or performance execution of the Merger Agreement; (ii) , the commencement Voting Agreement, or consummation of the Offer; Rollover Commitments, or (iii) the consummation of the Merger or any transactions contemplated thereby, including the Merger.” (c) The definition of “Flip-In Event” in Section 1 of the other transactions contemplated Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the Merger Agreement, the Voting Agreement, or the Rollover Commitments, or the consummation of the transactions contemplated thereby, including the Merger shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the Merger Agreement, the Voting Agreement, or the Rollover Commitments, or the consummation of the transactions contemplated thereby, including the Merger shall be a Flip-Over Event.” (e) The definition of “Triggering Event” is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the Merger Agreement, the Voting Agreement, or the Rollover Commitments, or the consummation of the transactions contemplated thereby, including the Merger shall be a Triggering Event.” (f) The definition of “Expiration Date” in Section 7(a) 1 of the Rights Agreement is modifiedamended to replace the words “and (iv)” with “, amended (iv)” and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent add at the principal office or offices of end thereof the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share words “and (or other securities, cash or other asserts, as the case may bev) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time of the Merger (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’)”.” (g) The following definitions shall be added to Section 11(a)(ii) 1 of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date none of Apache, Merger Sub or any Affiliate or Associate of either of them shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (cb) The definition of “Triggering EventDistribution Date” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; Events.” (iic) the commencement or consummation The definition of “Flip-In Event” in Section 1 of the Offer; or (iii) Rights Agreement is amended to add the consummation following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger or any Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the other transactions contemplated Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger AgreementEvents shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of any or all of the Merger Events.” (f) The definition of “Expiration Date” in Section 7(a) 1 of the Rights Agreement is modifiedamended to replace the words “and (iv)” with “, amended (iv)” and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent add at the principal office or offices of end thereof the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share words “and (or other securities, cash or other asserts, as the case may bev) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). .” (g) The Company hereby agrees following definitions shall be added to promptly notify Section 1 of the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date neither Barrick Gold Corporation nor any of its Affiliates or Axxxxxxxes (hereinafter, collectively, "Barrick") shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely as a result by virtue of (i) the approval, execution, delivery, announcement execution or performance delivery of the Merger Agreement or the Stockholders Agreement; , (ii) the commencement or consummation announcement of the Offer; Merger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iiiiv) the consummation of the Merger or any of the other transactions contemplated in by the Merger Agreement or the Stockholders Agreement.”" (cb) The definition of “Triggering Event” in Section 1(ii3(b) of the Rights Agreement is amended to add the following sentence at immediately after the end first sentence thereof: “"Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a no Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement execution or performance delivery of the Merger Agreement or the Stockholders Agreement; , (ii) the commencement or consummation announcement of the Offer; Merger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iiiiv) the consummation of the Merger or any of the other transactions contemplated in by the Merger Agreement or the Stockholders Agreement.”" (fc) Clause (i) of the first sentence of Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading read in its entirety as follows: (ai) This Agreement the earlier of (1) the Close of Business on October 15, 2007 and the Rights established hereby will terminate in all respects (2) immediately prior to the Effective Time (as such term is defined in of the Merger Agreement(such earlier time being the "Expiration Date"). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminatedor ". (bd) The Rights Agent following definitions shall not be subject to, nor be required added to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation Section 1 of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Rights Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) 1 of the Rights Agreement is amended by inserting to add the following new sentence at the end of such definitionthereof: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx CorporationParent, Smile Acquisition Corp. Merger Sub, or any Affiliate or Associate of either any of them shall be deemed to be an Acquiring Person or a Beneficial Owner of Common StockPerson, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (b) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add at the end thereof the words “and (v) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement) of the Merger (as such term is defined in the Merger Agreement) but only if the Effective Time shall occur.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-In Event or have the effect specified in Section 11(a)(ii).” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event or have the effect specified in Section 13.” (e) The definition of “Separation Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Separation Date shall not be deemed to have occurred solely as the result of any or all of the Merger Events.” (f) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a the result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (dg) The following definitions are shall be added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The (a) Section 1 of the Rights Agreement is hereby amended as follows: (a) The to add the following sentence at the end of the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition”: “Notwithstanding anything in this Agreement to the contrary, none neither The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), nor any of Xxxxxxx Corporation, Smile Acquisition Corp. its Affiliates or any Affiliate or Associate of either Associates shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement Stockholders Agreement or the approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger Mergers or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.Distribution Date” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement Stockholders Agreement or the approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger Mergers or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (fc) Section 7(a) 1 of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following sentence at the end thereof immediately prior to of the perioddefinition of “Shares Acquisition Date”: “; provided, however, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event Shares Acquisition Date shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (B) Agreement or the commencement Stockholders Agreement or the approval, adoption or consummation of the Offer; or (C) the consummation of the Merger Mergers or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (hd) Section 13(a) 1 of the Rights Agreement is hereby amended to add the following at the end thereof immediately prior to the period: definitions of “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the ”, “Mergers”, “Migratory Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined “Stockholders Agreement” in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”appropriate alphabetical order:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement Agreement, which sets forth the definition of "Acquiring Person," is hereby amended by inserting adding the following new sentence paragraph at the end of such definition: “Section 1(a): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, none neither Synopsys, Inc. ("Parent") nor Mountain Acquisition Sub, Inc., a wholly owned subsidiary of Xxxxxxx CorporationParent ("Acquisition Sub"), Smile Acquisition Corp. nor any of their respective Affiliates or any Affiliate or Associate of either Associates, shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stockin connection with, either individually or collectively, solely as a result of or otherwise by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Agreement and Plan of Merger and Reorganization dated as of February 23, 2004 among Parent, Acquisition Sub and the Company (the "Merger Agreement; "), or the approval, execution, delivery or performance of any amendment to the Merger Agreement, (ii) the commencement approval, execution, delivery or consummation performance of those certain Stockholder Agreements contemplated by the Merger Agreement (the "Stockholder Agreements") or the approval, execution, delivery or performance of any amendment to any of the Offer; or Stockholder Agreements, (iii) the consummation approval, execution, delivery or performance of any other documents or instruments contemplated by the Merger Agreement or the performance of any of the other transactions contemplated Contemplated Transactions (as defined in the Merger Agreement) ((i)-(iii), collectively, the "Synopsys Acquisition Documents"), or (iv) the announcement or commencement of the Offer or the consummation of the Offer or the Merger (each as defined in the Merger Agreement). Without limiting the foregoing, no such event shall entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.”" (b) The definition of “Stock Acquisition Date” in Section 1(dd1(n) of the Rights Agreement Agreement, which sets forth the definition of "Interested Stockholder," is hereby amended to add by adding the following sentence new paragraph at the end thereof: “of Section 1(n): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock neither Parent nor Acquisition Date Sub nor any of their respective Affiliates or Associates shall not be deemed to have occurred solely be an Interested Stockholder in connection with, as a result of or otherwise by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; Synopsys Acquisition Documents, or (ii) the announcement or commencement or consummation of the Offer; Offer or (iii) the consummation of the Merger Offer or any of the other transactions contemplated in the Merger AgreementMerger.”" (c) The definition of “Triggering Event” in Section 1(ii1(v) of the Rights Agreement Agreement, which sets forth the definition of "Shares Acquisition Date," is hereby amended to add by adding the following sentence new paragraph at the end thereof: “of Section 1(v): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Triggering Event no Shares Acquisition Date shall not be deemed to have occurred solely in connection with, as a result of or otherwise by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; Synopsys Acquisition Documents, or (ii) the announcement or commencement or consummation of the Offer; Offer or (iii) the consummation of the Merger Offer or any of the other transactions contemplated in the Merger AgreementMerger.”" (d) The following definitions are added to Section 1 1(bb) of the Rights Agreement: “, which sets forth the definition of "Trigger Event," is hereby amended by adding the following new paragraph at the end of Section 1(bb): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, no Trigger Event shall be deemed to have occurred in connection with, as a result of or otherwise by reason of (jji) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Companyapproval, in accordance with the terms and conditions execution, delivery or performance of the Merger Agreement. Synopsys Acquisition Documents, or (kkii) ‘Merger Agreement’ shall mean the Agreement and Plan announcement or commencement of Merger dated as the Offer or the consummation of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean Offer or the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger AgreementMerger.”" (e) Section 3(a) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: “of Section 3(a): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a no Distribution Date shall not be deemed to have occurred solely in connection with, as the a result of or otherwise by reason of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; Synopsys Acquisition Documents, or (ii) the announcement or commencement or consummation of the Offer; Offer or (iii) the consummation of the Merger Offer or any of the other transactions contemplated in the Merger AgreementMerger.”" (f) Section 7(a) of the Rights Agreement is modified, hereby amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after by deleting the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or word "or" that appears immediately prior to the earliest symbol "(iii)" and deleting the period at the end of Section 7(a) and by adding the following to the end of the amended Section 7(a): ", or (iiv) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).”" (g) Section 11(a)(ii13(f) of the Rights Agreement is hereby amended to add by adding the following sentence at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a of Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result 13(f): "None of (i) the approval, execution, delivery, announcement delivery or performance of the Merger Agreement; Synopsys Acquisition Documents, or (ii) the announcement or commencement of the Offer or the consummation of the Offer or the Merger, shall constitute a transaction described in this Section 13(f), and none of such matters shall entitle or permit the holders of the Rights to exercise the Rights, or otherwise give the holders of the Rights the right to acquire securities of any party to the Merger Agreement." (h) Section 11(a)(iii) of the Rights Agreement is hereby amended by adding the following sentence at the end of such section: "The exchange offer contemplated by the Reorganization is a tender offer that meets all of the requirements set forth in this Section 11(a)(iii), and accordingly, the right to buy Common Shares of the Company pursuant to subparagraph (ii) of this Section 11(a) shall not arise in connection with, as a result of or otherwise by reason of the Offer; or (iii) the consummation of , the Merger or any of the other transactions contemplated in the Merger AgreementContemplated Transactions.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”"

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither of Petrohawk, Petrohawk Subsidiary, Hxxxxxx Distressed Investment Master Fund, Ltd., an exempt company organized in the Cayman Islands, Stellar Funding Ltd., a Stock Acquisition Date Cayman Islands company, Guggenheim Capital, LLC, a Delaware limited liability company, or any Affiliate or Associate of any of them shall not be deemed to have occurred be an Acquiring Person, either individually, collectively or in any combination of any of them, solely as a result by virtue of (i) the approval, execution, delivery, announcement or performance execution and delivery of the Merger Agreement or any amendments thereof approved in advance by the Board of Directors of the Company, or the Voting Agreements (as defined in the Merger Agreement; ), (ii) the commencement or, prior to the termination of the Merger Agreement or the Voting Agreements, the consummation of any of the Offer; transactions contemplated by the Merger Agreement or the Voting Agreements, in accordance with the provisions of the Merger Agreement or the Voting Agreements, including the Merger (as defined in the Merger Agreement), (iii) the consummation announcement of the Merger Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner of shares of Common Stock pursuant to the Merger Agreement or the Voting Agreements, or otherwise as a result of any of the other transactions contemplated in by the Merger AgreementAgreement or the Voting Agreements, including, without limitation, the Merger.” (cb) The definition of “Triggering EventDistribution Date” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance execution and delivery of the Merger Agreement or any amendments thereof approved in advance by the Board of Directors of the Company, or the Voting Agreements (as defined in the Merger Agreement; ), (ii) the commencement or, prior to the termination of the Merger Agreement or the Voting Agreements, the consummation of any of the Offer; transactions contemplated by the Merger Agreement or the Voting Agreements, in accordance with the provisions of the Merger Agreement or the Voting Agreements, including the Merger (as defined in the Merger Agreement), (iii) the consummation announcement of the Merger Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner of shares of Common Stock pursuant to the Merger Agreement or the Voting Agreements, or otherwise as a result of any of the other transactions contemplated by the Merger Agreement or the Voting Agreements, including, without limitation, the Merger.” (c) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of (i) the execution and delivery of the Merger Agreement or any amendments thereof approved in advance by the Board of Directors of the Company, or the Voting Agreements (as defined in the Merger Agreement), (ii) the commencement or, prior to the termination of the Merger Agreement or the Voting Agreements, the consummation of any of the transactions contemplated by the Merger Agreement or the Voting Agreements, in accordance with the provisions of the Merger Agreement or the Voting Agreements, including the Merger (as defined in the Merger Agreement), (iii) the announcement of the Merger Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner of shares of Common Stock pursuant to the Merger Agreement or the Voting Agreements, or otherwise as a result of any of the transactions contemplated by the Merger Agreement or the Voting Agreements, including, without limitation, the Merger.” (fd) The following definitions shall be added to Section 1 of the Rights Agreement: “‘Petrohawk’ shall mean Petrohawk Energy Corporation, a Delaware corporation.” “‘Petrohawk Subsidiary’ shall mean Petrohawk Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Petrohawk.” “‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 3, 2005, by and among Petrohawk, Petrohawk Subsidiary and the Company.” (e) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety to read as follows: “Subject to Section 7(e: (a) hereof, at any time after the Distribution Date, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share of Preferred Stock (or other securities, cash securities or other assertsproperty, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest earlier of (i) the time immediately prior to Close of Business on the Effective Time (as such term is defined in tenth anniversary of the Merger Agreement)Record Date, (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i)hereof, (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation time at which the Board of Directors of the Merger or any Company orders the exchange of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended pursuant to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: paragraph (a) This Agreement and the Rights established hereby will terminate in all respects of Section 23 or (iv) immediately prior to the Effective Time (as such term is defined in the Merger Agreement) (the earlier of (i), (ii), (iii) and (iv) is herein referred to as the “Expiration Date”). The Company hereby agrees Subject to promptly notify the Rights Agentadjustment as provided herein, in writing, upon the occurrence each Right shall initially be exercisable for one one-hundredth of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation a share of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this AgreementPreferred Stock.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) 1 of the Rights Agreement is amended by inserting to add the following new sentence at the end of such definitionthereof: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. Denbury or any Subsidiary, Affiliate or Associate of either Denbury shall be deemed to be an Acquiring Person or a Beneficial Owner of Common StockPerson, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as the result of any or all of the Merger Events.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a the result of (i) the approval, execution, delivery, announcement any or performance all of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger AgreementEvents.” (cf) The definition of “Triggering EventExpiration Date” in Section 1(ii) 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add the following sentence at the end thereof: thereof the words “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of and (iv) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company shall give the Rights Agent reasonable advance written notice of the Effective Time, provided, however, that if the Company is the surviving corporation under the Merger Agreement, the Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective TimeTime (as such term is defined in the Merger Agreement), which notice shall specify (i) that the Effective Time (as such term is defined the Merger Agreement) has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were expired and this Agreement terminated.” (bg) The Rights Agent following definitions shall not be subject to, nor be required added to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation Section 1 of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Rights Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”:

Amendments to Rights Agreement. The (a) Section 1 of the Rights Agreement is hereby amended as follows: (a) The to add the following sentence immediately prior to the last sentence of the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition”: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Teva”), Beryllium Merger Corporation, Smile a Delaware corporation (“Acquisition Corp. Sub”), nor any of their Affiliates or any Affiliate or Associate of either Associates shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Distribution Date”: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (c) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Stock Acquisition Date”: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (d) Section 1 of the other transactions contemplated Rights Agreement is hereby amended to add the following definitions of “Effective Time”, “Merger” and “Merger Agreement” in the appropriate alphabetical order: “‘Effective Time’ shall have the meaning set forth in the Merger Agreement.” “‘Merger’ shall have the meaning set forth in the Merger Agreement.” “‘Merger Agreement’ shall mean that Agreement and Plan of Merger, dated March 31, 2008, among the Company, Teva and Acquisition Sub, a Delaware corporation and a wholly-owned subsidiary of Teva, as amended from time to time.” (ce) The definition of “Triggering Event” in Section 1(ii3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event no Distribution Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement.” (d) The following definitions are added to Section 1 , or the public announcement of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end any thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is hereby modified, amended and restated in its entirety as followsentirety: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths thousandths of a share (or shares of Common Stock, other securities, cash or other assertsassets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest earlier of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement)Time, (ii) 5:00 P.M., New York City time, the Close of Business on December 1119, 20102014, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (Board, the ‘Final Expiration Date’“FINAL EXPIRATION DATE”), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or hereof, (iv) the time at which the Rights are exchanged (the “EXCHANGE DATE”) as provided in Section 24 hereof or (v) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest earlier of (i), (ii), (iii), (iv) and (iiiv) being herein referred to as the ‘Expiration Date’“EXPIRATION DATE”).” (g) Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following at the end thereof immediately prior to the periodthereof: “; provided, however, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (B) Agreement or the commencement approval, adoption or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (h) Section 13(a) of the Rights Agreement is hereby amended to add the following at the end thereof immediately prior to the periodthereof: “; provided, however, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, a no Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (i) Section 24(a) of the Rights Agreement is hereby amended to add the following subsection at the end thereof: (e) Notwithstanding anything in this Agreement to the contrary, no exchange referred to in Section 24(a) hereof shall be authorized solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (j) Section 25 of the Rights Agreement is hereby amended to add the following new section subsection at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate under this Section 25 solely as a result of (i) the approval, execution, delivery, announcement delivery or performance adoption of the Merger Agreement; (ii) Agreement or the commencement approval, adoption or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions transaction contemplated in by the Merger Agreement, or the public announcement of any thereof.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not none of CEVA Parent, CEVA Merger Sub or any other interestholder or subsidiary (as defined in the CEVA Merger Agreement) of CEVA Parent be deemed to have occurred be an Acquiring Person, solely as a result of (i) the approval, execution, delivery, announcement or performance by reason of the Merger Agreement; (ii) the commencement or consummation execution of the Offer; CEVA Merger Agreement or (iii) the CEVA Rollover Commitments, or the consummation of the Merger or any of the other transactions contemplated in thereby, including the Merger AgreementCEVA Merger.” (cb) The definition of “Triggering EventDistribution Date” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance by reason of the Merger Agreement; (ii) the commencement or consummation execution of the Offer; CEVA Merger Agreement or (iii) the CEVA Rollover Commitments, or the consummation of the Merger or any of the other transactions contemplated in thereby, including the Merger AgreementCEVA Merger.” (fc) Section 7(a) The definition of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth Flip-In Event” in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) 1 of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section sentence at the end thereof: (c) : “Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance none of the Merger Agreement; (ii) the commencement or consummation execution of the Offer; CEVA Merger Agreement or (iii) the CEVA Rollover Commitments, or the consummation of the Merger or any of the other transactions contemplated in thereby, including the CEVA Merger Agreementshall be a Flip-In Event.” (jd) A new Section 35 with The definition of “Flip-Over Event” is amended to add the heading “Termination following sentence at the Effective Timeend thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the CEVA Merger Agreement or the CEVA Rollover Commitments, or the consummation of the transactions contemplated thereby, including the CEVA Merger shall be a Flip-Over Event.” (e) The definition of “Triggering Event” is hereby added amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the CEVA Merger Agreement or the CEVA Rollover Commitments, or the consummation of the transactions contemplated thereby, including the CEVA Merger shall be a Triggering Event.” (f) The definition of “Expiration Date” in Section 1 of the Rights Agreement reading in its entirety as follows: is amended to replace the words “and (aiv)” with “, (iv)” and to add at the end thereof the words “and (v) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time of the Merger (as such term is defined in the CEVA Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated”. (bg) The Rights Agent following definitions shall not be subject to, nor be required added to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation Section 1 of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Rights Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”: