Common use of Amendments to Rights Agreement Clause in Contracts

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of "Acquiring Person" 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 Parent, Merger Sub or any Affiliate or Associate of either of them shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the execution and delivery of the Merger Agreement, (ii) the conversion of shares of Common Stock into the right to receive the Merger Consideration (as such term is defined in the Merger Agreement) in accordance with Article II of the Merger Agreement or (iii) the consummation of the Merger (as such term is defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement." (b) 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 (i) the announcement of the Merger (as such term is defined in the Merger Agreement), (ii) the execution of the Merger Agreement or (iii) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement shall be a Flip-In Event."

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of "Acquiring Person" 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 ParentPride, Newco, Merger Sub or any Affiliate or Associate of either any of them shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the execution and delivery of the Merger Agreement or the Pride Stock Option Agreement, (ii) the conversion of shares of Common Stock into the right to receive the Merger Consideration (as such term is defined in the Merger Agreement) Newco common stock and/or Pride common stock in accordance with Article II 4 of the Merger Agreement or (iii) the consummation of the Merger Mergers (as such term is defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement." (b) The definition of "Flip-In EventDistribution 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, none a Distribution Date shall not be deemed to have occurred solely as the result of (i) the announcement execution and delivery of the Merger (as such term is defined in the Merger Agreement), (ii) the execution conversion of shares of Common Stock into the right to receive Newco common stock in accordance with Article 4 of the Merger Agreement or (iii) the consummation of the Mergers (as such term is defined in the Merger Agreement) or of the any other transactions transaction contemplated by the Merger Agreement shall be a Flip-In EventAgreement." (c) The definition of "Final Expiration Date" in Section 1 of the Rights Agreement is amended to read in its entirety as follows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2.follows: (a) The definition of "Acquiring Person" in Section 1 1(a) of the Rights Agreement is amended to add by inserting the following new sentence at the end thereofof such definition: "Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any Affiliate or Associate of either of them shall be deemed to be an Acquiring PersonPerson or a Beneficial Owner of Common Stock, either individually or collectively, solely by virtue as a result of (i) the execution and delivery of the Merger Agreement, (ii) the conversion of shares of Common Stock into the right to receive the Merger Consideration (as such term is defined in the Merger Agreement) in accordance with Article II of the Merger Agreement or (iiiii) the consummation of the Merger (as such term is defined in the Merger Agreement) or any of the other transaction transactions contemplated by in the Merger Agreement." (b) The definition of "Flip-In EventStock Acquisition Date" in Section 1 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, none a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the announcement of the Merger (as such term is defined in the Merger Agreement), (ii) the execution and delivery of the Merger Agreement or (iiiii) the consummation of the Merger or any of the other transactions contemplated by in the Merger Agreement shall be a Flip-In EventAgreement." (c) The following definitions are added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2.follows: (a) The definition of "“Acquiring Person" ” in Section 1 1(a) of the Rights Agreement is amended to delete the word “and” at the end of subparagraph (iii) of such definition, insert “; and” at the end of subparagraph (iv) of such definition and add the following new subparagraph at the end of such definition: (v) notwithstanding anything in this Agreement to the contrary, none of Manulife Financial Corporation, Jupiter Merger Corporation 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 execution and delivery of the Merger Agreement or (ii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Time” in Section 1(kk) 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 Parent, Merger Sub or any Affiliate or Associate of either of them a Stock Acquisition Time shall not be deemed to be an Acquiring Person, either individually or collectively, have occurred solely by virtue as a result of (i) the execution and delivery of the Merger Agreement, (ii) the conversion of shares of Common Stock into the right to receive the Merger Consideration (as such term is defined in the Merger Agreement) in accordance with Article II of the Merger Agreement or (iii) the consummation of the Merger (as such term is defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement." (b) 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 (i) the announcement of the Merger (as such term is defined in the Merger Agreement), (ii) the execution of the Merger Agreement or (iii) the consummation of the Merger or any of the other transactions contemplated by in the Merger Agreement shall be a Flip-In EventAgreement."” (c) The following definition is added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of "Acquiring Person" 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 Parent, Sub, Merger Sub or any Affiliate or Associate of either any of them shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the execution and delivery of the Merger Agreement, (ii) the conversion of shares of Common Stock into the right to receive the Merger Consideration (as such term is defined in the Merger Agreement) Parent ordinary shares in accordance with Article II 4 of the Merger Agreement or (iii) the consummation of the Merger (as such term is defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement." (b) The definition of "Flip-In Section 11(a)(ii) 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 (i) the announcement of the Merger (as such term is defined in the Merger Agreement), (ii) the execution of the Merger Agreement or (iii) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement shall be a Flip-In Section 11(a)(ii) Event." (c) The following definition shall be added to Section 1 of the Rights Agreement: