Common use of Amendments to Rights Agreement Clause in Contracts

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of UNCN Holdings, Inc., a Delaware corporation (“Parent”), UNCN Acquisition Corp., a Delaware corporation (“Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or any of their respective Affiliates or Associates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners), either individually, collectively or in any combination, shall be deemed to be an “Acquiring Person” solely by virtue or as a result of (i) the approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of January 7, 2007, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the execution, delivery or performance of the Contribution Agreements (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).” (b) The definition of “Shares Acquisition Date” in Section 1(aa) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have occurred solely by virtue or as a result of the public announcement of any Permitted Event.” (c) 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 any Permitted Event.” (d) Section 8(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to the provisions of Section 8(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 37 is added to read in its entirety as follows:

Amendments to Rights Agreement. (a) A. The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of UNCN HoldingsSymbol Acquisition, L.L.C., a Delaware limited liability company (“Parent”), Symbol MergerSub, Inc., a Delaware corporation (“Parent”), UNCN Acquisition Corp., a Delaware corporation (“Merger SubAcquisition”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub Acquisition in exchange for shares of Parent capital stock equity interests immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or any of their its respective Affiliates or Associates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners)Affiliates, either individually, collectively or in any combination, shall be deemed to be an “Acquiring Person” solely by virtue or as a result of (i) the approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of January 7April 24, 2007, among Parent, Merger Sub Acquisition and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the execution, delivery or performance of the Contribution Agreements (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).” (bB. The definition of “Business Day” in Section 1(f) of the Rights Agreement is modified, amended and restated as follows: “‘Business Day’ shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the Commonwealth of Massachusetts are authorized or obligated by law or executive order to close.” C. The definition of “Close of Business” in Section 1(g) of the Rights Agreement is modified, amended and restated as follows: “‘Close of Business’ on any given date shall mean 5:00 P.M., Boston, Massachusetts time, on such date; PROVIDED, HOWEVER, that if such date is not a Business Day it shall mean 5:00 P.M., Boston, Massachusetts time, on the next succeeding Business Day.” D. The definition of “Shares Acquisition Date” in Section 1(aa) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have occurred solely by virtue or as a result of the public announcement of any Permitted Event.” E. The last sentence of Section 2 of the Rights Agreement is deleted in its entirety and replaced with the following: “The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, upon ten (c10) days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and in no event be liabile for, the acts or omissions of any such co-Rights Agent.” F. 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 any Permitted Event.” (d) G. Section 8(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to the provisions of Section 8(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) H. The following sentence is added as the second sentence of Section 22 of the Rights Agreement: “In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company.” I. The address of the Rights Agent included in Section 28 of the Rights Agreement is deleted in its entirety and replaced with the following: “Computershare Trust Company, N.A. 200 Xxxxxx Xxxxxx Canton, Massachusetts 02021 Attention: Client Administration” J. A new Section 37 is added to read in its entirety as follows:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) 1.1 of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) 1.1 or this Agreement to the contrary, none of UNCN Holdings, Inc.contrary neither The Xxxx Disney Company, a Delaware corporation (“Parent”), UNCN nor Maverick Acquisition Corp.Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”)) nor Maverick Merger Sub, any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares LLC, a single member Delaware limited liability company and wholly owned subsidiary of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution AgreementsLLC”), or nor any of their respective Affiliates or Associates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners)Associates, either individually, collectively individually or in any combinationtogether, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the approval, execution, delivery, adoption or performance delivery and amendment of the Agreement and Plan of Merger, dated as of January 7August 31, 20072009, by and among the Company, Parent, Merger Sub and the Company LLC (as it may be amended or supplemented from time to time, the “Merger Agreement”), (ii) the consummation approval, execution, delivery and amendment of the Voting Agreement, dated as of August 31, 2009, by and between Parent and certain stockholders of the Company (together with the Merger Agreement, the “Transaction Documents”), (iii) the public announcement of the Transaction Documents or any of the transactions contemplated thereby, including, but not limited to, the Merger (as defined in the Merger Agreement), and (iv) the performance or any other consummation of the transactions contemplated thereby or by the Transaction Documents, including, without limitation, the Merger (iii) the execution, delivery or performance of the Contribution Agreements (such foregoing actions described in this sentence, collectively, being referred to as the “Permitted Events”, and individually, a “Permitted Event”).” (b) The definitions of “Beneficial Owner” and “beneficially own” in Section 1.3 of the Rights Agreement are amended to add the following sentence at the end thereof: “Notwithstanding anything in this Section 1.3 or this Agreement to the contrary, neither Parent, nor Merger Sub, nor LLC, nor any of their respective Affiliates or Associates, either individually or together, shall be deemed to be a ‘Beneficial Owner’ of, or to ‘beneficially own’, any securities solely by virtue of, or as a result of, any Permitted Event.” (c) The definition of “Shares Acquisition Date” in Section 1(aa) 1.10 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Section 1.10 or this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of the public announcement of of, any Permitted Event.” (cd) The definition of “Trigger Event” in Section 3(a) 1.12 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Section 1.12 or this Agreement to the contrary, a Distribution Date Trigger Event shall not be deemed to have occurred solely by virtue of, or as the a result of of, any Permitted Event.” (de) Section 8(a) 3.1 of the Rights Agreement is modified, amended hereby deleted in its entirety and restated as follows: “Subject to : 1.1. As soon as practicable after the provisions of Section 8(e) hereofDistribution Date, the registered Company will prepare and execute, the Rights Agent will countersign and the Company (or, if requested, the Rights Agent) will send, by first-class, postage-prepaid mail, to each record holder of Common Shares and 8% Preferred Shares or both as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more certificates for Rights, in substantially the form of Exhibit B hereto (a “Right Certificate may exercise the Rights evidenced thereby Certificate”), representing one Right (except subject to adjustment as otherwise provided herein) in whole for each Common Share or in part at any time after 1.039 Rights (subject to adjustment as provided herein) for each 8% Preferred Share so held. As of the Distribution Date upon surrender Date, the Rights will be represented solely by such Right Certificates. (f) Section 7.1 of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 37 Agreement is added to read hereby deleted in its entirety and restated as follows:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of UNCN HoldingsXxxxxx Acquisition, Inc., a Delaware corporation (“Parent”), UNCN Xxxxxx Acquisition Corp.Merger Sub, Inc., a Delaware corporation (“Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or any of their respective Affiliates or Associates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners)Associates, either individually, collectively or in any combination, shall be deemed to be an “Acquiring Person” solely by virtue or as a result of (i) the approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of January 7May 1, 20072005, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), (ii) or the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the executionthereby, delivery including without limitation, entry into or performance of the Contribution Agreements Stockholder Agreement, dated as of May 1, 2005, among Parent, Merger Sub and the other signatory parties thereto (as it may be amended or supplemented from time to time) (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).” (b) The definition of “Shares Stock Acquisition Date” in Section 1(aa1(z) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Shares Stock Acquisition Date shall not be deemed to have occurred solely by virtue or as a result of the public announcement of any Permitted Event.” (c) 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 any Permitted Event.” (d) Section 8(a7(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to Except as otherwise provided herein, the provisions of Section 8(e) hereofRights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a share of Preferred Share (or other securities) Stock as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4i) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur, (ii) the close of business on October 6, 2009 (the “Final Expiration Date”), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect effect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 37 35 is added to read in its entirety as follows:

Amendments to Rights Agreement. Effective as of the date first written above, the Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " set forth in Section 1(a) 1.1 of the Rights Agreement is hereby amended by inserting to add the following as a new paragraph at the end of such definitionthereof: “Notwithstanding "In addition, notwithstanding anything in this Section 1(a) Agreement to the contrary, none of UNCN Holdings, Inc.NWJ Apartment Holdings Corp., a Delaware Maryland corporation (“"Parent”"), UNCN and NWJ Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“"Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”"), or any of their respective Affiliates or Associates (including without limitation WelshAssociates, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners), either individually, collectively individually or in any combinationcollectively, shall be deemed to be an “"Acquiring Person” " solely by virtue or as a result of reason of: (i1) the approval, executionadoption, delivery, adoption execution or performance delivery of the an Agreement and Plan of Merger, dated as of January 7, 2007, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to timeand supplemented, the “"Merger Agreement”"), among the Company, Parent and Merger Sub pursuant to which, among other things, Merger Sub shall be merged with and into the Company (the "Merger") with the Company surviving the Merger on the terms and subject to the conditions set forth therein, (2) the approval, adoption, execution or delivery of the Voting Agreement (as defined in the Merger Agreement)(as it may be amended and supplemented, the "Voting Agreement"), (ii3) the consummation of the Merger or (as defined in 4) the Merger Agreement) or consummation of any of the other transactions contemplated thereby by the Merger Agreement or (iii) the execution, delivery or performance of the Contribution Agreements (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”)Voting Agreement.”" (b) The definition of “Shares Acquisition Date” "Beneficial Ownership" set forth in Section 1(aa) 1.1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Agreement definition of "Beneficial Owner," "Beneficial Ownership" or "Beneficially Own" to the contrary, a Shares Acquisition Date none of Parent, Merger Sub, or any of their Affiliates or Associates, individually or collectively, shall not be deemed the "Beneficial Owner" or shall be deemed to have occurred "Beneficially Own" any shares of Common Stock solely by virtue or as a result of the public announcement of any Permitted Event.” (c) 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 any Permitted Event.” (d) Section 8(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to the provisions of Section 8(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (1i) the Close approval, adoption, execution or delivery of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4) the time immediately prior to the Effective Time (as defined in the Merger Agreement, (ii) (the “Effective Time”)approval, but only if the Effective Time shall occur. The Company will provide the Rights Agent with notice adoption, execution or delivery of the Effective TimeVoting Agreement, provided, however, that failure to notify (iii) the Rights Agent consummation of the Effective Time shall not in Merger or (iv) the consummation of any way affect of the time at which other transactions contemplated by the Rights cease to be exercisable pursuant to Merger Agreement or the foregoing sentenceVoting Agreement.” (e) A new Section 37 is added to read in its entirety as follows:"

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of UNCN HoldingsKing Pharmaceuticals, Inc., a Delaware Tennessee corporation (“Parent”), UNCN Xxxxxx Acquisition Corp., a Delaware corporation (“Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or any of their respective Affiliates or Associates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners)Associates, either individually, collectively or in any combination, shall be deemed to be an “Acquiring Person” solely by virtue or as a result of (i) the approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of January 7November 23, 20072008, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), (ii) or the consummation of the Offer (as defined in the Merger Agreement), the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the execution, delivery or performance of the Contribution Agreements (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).” (b) The definition of “Shares Stock Acquisition Date” in Section 1(aa1(o) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Rights Agreement to the contrary, a Shares Stock Acquisition Date shall not be deemed to have occurred solely by virtue or as a result of the public announcement of any Permitted Event.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of any Permitted Event.” (d) Section 8(a7(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to Except as otherwise provided herein, the provisions of Section 8(e) hereofRights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a share of Series B Preferred Share Stock (or other securities, cash or assets, as the case may be) as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4i) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur, (ii) the close of business on September 1, 2009 (the “Final Expiration Date”), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect effect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 37 36 is added to read in its entirety as follows:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of UNCN Holdingsneither Symyx Technologies, Inc., a Delaware corporation (“ParentSymyx”), UNCN Acquisition Corp.nor any of its stockholders, a Delaware corporation (“Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or nor any of their respective Affiliates or Associates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners)Associates, either individually, collectively individually or in any combination, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the approval, execution, delivery, adoption delivery or performance of the Agreement and Plan of MergerMerger and Reorganization, dated as April 5, 2010, by and among the Company, Alto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of January 7, 2007, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time“Merger Sub”), and Symyx (the “Merger Agreement”), (ii) the consummation execution and delivery of the Merger Company Stockholder Voting Agreements (as defined in the Merger Agreement) or any other transactions contemplated thereby by and between the Company and certain stockholders of Symyx, or (iii) the execution, delivery performance or performance consummation of any of the Contribution Agreements other Contemplated Transactions (such as defined in the Merger Agreement), including without limitation, the Merger (the foregoing actions described in this sentence, collectively, being referred to as the “Permitted Events”, and individually, a “Permitted Event”).” (b) The definition of “Shares Stock Acquisition Date” in Section 1(aa1(hh) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Shares Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of of, any Permitted Event or the public announcement of any Permitted Eventthereof.” (c) 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 occurred, and no separate Rights Certificate will be issued or issuable, by virtue of, or as the result of of, any Permitted Event.” (d) Section 8(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to the provisions of Section 8(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 37 is added to read in its entirety as follows:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, : (A) none of UNCN Holdings, Inc.Great Wall Technology Company Limited, a Delaware corporation PRC company (“ParentGWT”), UNCN Acquisition Corp.ExcelStor Group Limited, a Delaware corporation Cayman Islands company (“Merger SubExcelStor Group”), any employees or stockholders of ExcelStor Holdings Limited, a British Virgin Islands company (“ExcelStor Holdings” and, together with GWT and ExcelStor Group, the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution AgreementsSelling Shareholders”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution, delivery or performance of the Share Purchase Agreement, dated as of December 12, 2007, by and among the Company, the Selling Shareholders, ExcelStor Great Wall Technology Limited, a Cayman Islands company, and Shenzhen ExcelStor Technology Limited, a PRC company (the “Purchase Agreement”), or the consummation of the Transactions (as defined in the Purchase Agreement), (ii) the execution, delivery or performance of the Investor Rights Agreement (as defined in the Purchase Agreement), (iii) any sale, transfer or distribution of any shares of Common Stock, directly or indirectly, by any Selling Shareholder to one or more of the Selling Shareholders’ Affiliates or Associates, or (iv) any acquisition of shares of Common Stock, directly or indirectly, from the Company (other than as a result of the Purchase Agreement and the consummation of the Transactions (as defined in the Purchase Agreement)) (the foregoing actions being referred to as the “Selling Shareholder Permitted Events”); and (B) no Person who receives any shares of Common Stock, directly or indirectly, from any of the Selling Shareholders or the Selling Shareholders’ Affiliates or Associates (including without limitation Welshwhether by sale, Carsontransfer, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partnersdistribution or otherwise), either individually, collectively or in any combinationcombinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) such Person’s receipt of such shares of Common Stock, provided that, in connection with such Person’s receipt of such shares of Common Stock, such Person executes and delivers to the approval, execution, delivery, adoption or performance Company an Instrument of Adherence in the form attached as Exhibit A to the Investor Rights Agreement acknowledging and agreeing that such Person shall be deemed to be a “Stockholder” for all purposes of the Investor Rights Agreement and Plan shall perform all obligations, and be entitled to all rights, of Mergera “Stockholder” in accordance with the terms of the Investor Rights Agreement (the foregoing action being referred to as the “Transferee Permitted Events” and, dated as of January 7, 2007, among Parent, Merger Sub and collectively with the Company (as it may be amended or supplemented from time to timeSelling Shareholder Permitted Events, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the execution, delivery or performance of the Contribution Agreements (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).” (b) The definition of “Shares Stock Acquisition Date” in Section 1(aa1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Shares Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of of, any Permitted Event, the public announcement thereof or the actual knowledge of any an executive officer of the Company that a Permitted EventEvent has occurred.” (c) 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 by virtue of, or as the result of of, any Permitted Event.” (d) Section 8(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to the provisions of Section 8(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 37 is added to read in its entirety as follows: