Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events described in clauses (i) and (ii) being referred to in this Agreement as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c)) (1) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until On the earlier ofRecord Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. (ib) Until the Close of Business on the tenth day after the Shares Acquisition Date; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors Directors, upon approval by a majority of the Company prior to such time as any Person becomes an Acquiring PersonContinuing Directors) which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth business day after the date of the commencement by any Person person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which would result in any such Person, together with its Affiliates and Associates, becoming would be the Beneficial Owner of 20% or more of the Voting Power any class of the then outstanding Common Shares shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c)) (1) by the certificates for the Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates for such Common Shares Stock outstanding as of the Company shall be deemed also to be certificates for such Rights other than for purposes Record Date, the Summary of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to and the extent that any record holders of such certificates for Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to Stock shall be the Common Shares, record holders of the Rights represented thereby and (y) the Rights (and the right to receive separate Rights Certificates) will each Right shall be transferable only in connection simultaneously and together with the transfer of the underlying Common Shares of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mail, to each record holder share of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share Stock (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.hereinafter

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth twentieth day after the Shares Stock Acquisition Date (or, if the twentieth day after the Stock Acquisition Date occurs before the Record Date; or , the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day twentieth day (or such specified or unspecified later date as may be determined by action of the Board shall determine (provided, however, that if any deferral of Directors a Distribution Date by the Board pursuant to this clause (ii) is authorized at any time on or after the earliest of (x) the Company prior to such time as that any Person becomes an Acquiring PersonPerson or (y) after the date first occurrence of either of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events circumstances described in clauses (i) and (ii) of Section 23(c) hereof, such authorization shall be effective only if there is at least one Continuing Director then in office and only if a majority of Continuing Directors then in office concurs with such authorization)) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, in either instance other than pursuant to a Qualifying Offer (the earlier of (i) and (ii) being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c)of this Section 3(c)) (13) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates for such Common Shares of the Company Stock shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates right certificates, substantially in substantially the form of Exhibit B heretohereto (the "Rights Certificates"), evidencing one Right for each share of Common Share (a "Rights Certificate"), Stock so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following the Record Date, the The Company will send delivered a copy of a Summary of Rights to Purchase Preferred SharesRights, substantially in the form of attached as Exhibit C attached hereto to the 1989 Rights Agreement (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company Stock as of the Close close of Business business on the Record DateOctober 31, 1989, at the address of such holder then shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for the Common Shares of the Company Stock outstanding as of the Close of Business on the Record Date, as set forth in paragraph (a) above, until the earlier of the Distribution Date (or, if earlier, or the Expiration Date or the Final Expiration Date), the Rights will be evidenced by (i) such certificates for the Common Shares Stock with or without a copy of the Company registered in Summary of Rights attached or (ii) certificates for the names Common Stock as legended pursuant to the terms of the 1989 Rights Agreement, and the registered holders thereof together with a Summary of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or, if earlieror the Expiration Date, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for certificates representing shares of Common Shares Stock in respect of the Company outstanding on the Record Date which Rights have been issued shall also shall constitute the surrender for transfer of the Rights associated with the such shares of Common Shares of the CompanyStock. (dc) Rights shall be issued in respect of all shares of Common Shares of the Company that Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, and to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the Expiration Date. Until the Distribution Date, certificates Certificates representing such shares of Common Shares Stock shall also shall be deemed to be certificates for the associated Rights, and shall have impressed onshall, printed onas promptly as practicable following the Record Date, written on or otherwise affixed to them substantially bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security Systems, Inc. Northern Trust Corporation (the "Company") and SunTrust Bank, as the Rights AgentAgent thereunder, dated as of July 1821, 2002 1998, as the same may be amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, held by or Beneficially Owned by beneficially owned by, any Person who is, was or becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights will holder, may become null and void. With respect to such certificates containing the foregoing legendslegend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of record of Common Shares of the Company Stock shall also shall be the registered holders of record of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of earliest of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date; or , the close of business on the Record Date), (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent on behalf of any Person (other than an Exempt Person) to commence, of a tender offer or exchange offer, if such tender offer or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more has not commenced as of the Voting Power date hereof, and upon consummation thereof, such Person would become an Acquiring Person and (iii) immediately prior to the acceptance for payment of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased tendered pursuant to any tender offer or exchange offer commenced by or on behalf of any Person (other than an Exempt Person) prior to, and pending as of, the date hereof, if upon consummation thereof, such offer) Person would become an Acquiring Person (the earlier earliest of such events described in clauses (i), (ii) and (iiiii) being herein referred to in this Agreement as the "“Distribution Date"”), , (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for such Common Shares of the Company shall be deemed also to be certificates for Rights) or by the current ownership statement issued with respect to uncertificated Common Shares in lieu of such Rights other than a certificate (an “Ownership Statement”) (which Ownership Statement shall be deemed to be also a certificate for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to certificates, and the extent that any registered holders of the Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to shall also be the Common Sharesregistered holders of the associated Rights, and (yB) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mailin accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date, as shown by the records Date (other than an Acquiring Person or any Associate or Affiliate of the Company, at the address of such holder shown on such recordsan Acquiring Person), one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the “Rights Certificates”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.the

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth 10th day after the Shares Acquisition Date (or, if the 10th day after the Shares Acquisition Date occurs before the Record Date; or , the Close of Business on the Record Date) and (ii) the Close of Business on the tenth 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent on behalf of any Person (other than an Exempt Person) to commence, of a tender offer or exchange offer the offer, if upon consummation of which thereof, such Person would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) become an Acquiring Person (the earlier of such events described in clauses (i) and (ii) being herein referred to in this Agreement as the "“Distribution Date"”), , (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for such Common Shares of the Company shall be deemed also to be certificates for Rights) or by the current ownership statements issued with respect to uncertificated Common Shares in lieu of such Rights other than certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to certificates, and the extent that any registered holders of the Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to shall also be the Common Sharesregistered holders of the associated Rights, and (yB) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company); provided , however , that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mailin accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date, as shown by the records Date (other than an Acquiring Person or any Associate or Affiliate of the Company, at the address of such holder shown on such recordsan Acquiring Person), one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the “Rights Certificates”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyDate in accordance with Section 26 hereof. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the earlier of the Distribution Date (or, if earlier, and the Expiration Date or the Final Expiration Date), the Rights associated with such Common Shares will be evidenced by certificates the certificate or Ownership Statement for such Common Shares of the Company registered in the names of the holders thereof thereof, in each case together with a the Summary of Rights. Until the earlier of the Distribution Date (or, if earlier, and the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate or Ownership Statement for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyevidenced by such certificate or Ownership Statement. (dc) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or and, to the Final Expiration Date. Until extent provided in Section 22 hereof, in respect of Common Shares issued after the Distribution Date, certificates representing . Certificates and Ownership Statements evidencing such Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security Systems, Endeavor IP Inc. (the “Company”) and SunTrust Bank, as the Rights Agent, Agent there under dated as of July 18September 3, 2002 2015 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. Internet Security Systems, Inc. The Company will mail to the registered holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued tobeneficially owned by any Person who is, held by was, or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently beneficially owned by or on behalf of such Person or by any subsequent holder of such Rights will beneficial owner, may become null and void. With respect to such certificates or Ownership Statements containing the foregoing legendslegend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date evidenced by such certificates or the Distribution Date, Ownership Statements shall be evidenced by such certificates or Ownership Statements alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate or Ownership Statement for Common Shares shall also constitute the surrender for transfer of the Rights associated with the Common Shares of evidenced by such certificate or Ownership Statement. In the Company represented thereby. (e) If event the Company purchases or otherwise acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the such Common Shares of the Company that are no longer outstanding. For the purposes of this Agreement, any Person or any of such Person’s Affiliates or Associates, who fails to timely file reports required under Sections 13 or 16 of the Act shall not be eligible to participate in the foregoing issuance of Rights.

Issuance of Rights Certificates. (a) a. Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of Common Shares aggregating 20% or more of the Voting Power of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a "Rights Certificate"), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following b. On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (d) Rights shall be issued in respect of all c. Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company that are issued (whether originally issued or from the Company's treasurythis Section 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security SystemsShuffle Master, Inc. and SunTrust BankNorwest Bank Minnesota, as Rights Agent, N.A. dated as of July 18June 26, 2002 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Shuffle Master. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Shuffle Master will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, charge after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (all as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of tenth Business on Day after the Shares Acquisition Date or if the tenth day after the Shares Acquisition Date occurs before the Record Date; or , the close of business on the Record Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person, together with its Affiliates and Associatesin such instance, becoming unless the Beneficial Owner Board of 20% or more of the Voting Power of the then outstanding Common Shares Directors of the Company (irrespective of whether any shares are actually purchased pursuant has made the determination referred to such offerin Section 11(a)(2) (including any such date that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common SharesCertificates, and (y) the Rights (and the right to receive separate Rights Certificates) Certificates will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a "Rights Certificate"), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. In the event an adjustment in this Agreementthe number of Rights per Common Share has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificate, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Preference Shares, in substantially in the form of Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until or issued subsequent to the Record Date but prior to the earlier of the Distribution Date (or, if earlier, or the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for the Common Shares and the registered holders of the Company Common Shares shall also be the registered in the names holders of the holders thereof together with a Summary of associated Rights. Until the earlier of the Distribution Date (or, if earlieror the Expiration Date, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares in respect of which Rights have been issued, with or without a copy of the Company outstanding on the Record Date Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates Certificates representing such Common Shares shall also shall be deemed to be certificates Certificates for the associated Rights, Rights and shall have impressed on, printed on, written on or otherwise affixed to them substantially bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security Systems, NuCo2 Inc. and SunTrust Bank, as Rights AgentContinental Stock Transfer & Trust Company, dated as of July 18March 27, 2002 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, NuCo2 Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, NuCo2 Inc. will mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, charge after receipt by it of a written request therefor. Under certain circumstances circumstances, as provided set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is, was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or behalf of such Person or any subsequent holder of such Rights will may become null and void. The Rights shall not be exercisable by a holder in any jurisdiction where the requisite qualification for the issuance to such holder of the Rights in such jurisdiction shall not have been obtained or obtainable. (d) With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day Business Day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power then-outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) Rights (the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for Rights) or, for Common Shares held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such Rights other than for purposes of this Section 3 and any provision of this Agreement referring book-entry accounts (together with a direct registration transaction advice with respect to the issuance or distribution of Rights Certificates) such shares), and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will (i) send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information by the Company, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company or the transfer agent or registrar for the Common Shares, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a “Rights Certificate”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to adjustment as provided in this Agreementsuch Rights to such holder. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such book-entry credits and will related direct registration transaction advices. In the event the Company elect to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be transferable separately from interpreted to reflect that the Common Shares Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the CompanyRights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to such Rights. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlieror the earlier surrender for transfer thereof, the Redemption Date or the Final Expiration Date, the Rights associated with (i) the Common Shares represented by certificates shall be evidenced by such certificates for Common Shares together with the Summary of Rights and (ii) the Common Shares held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of rights, and in either case the registered holders of the Common Share shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for of the Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares that become outstanding (including, but not limited to, reacquired Common Shares referred to in the last sentence of the Company that are issued (whether originally issued or from the Company's treasurythis Section 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security Systems, Inc. Xxxxx Media Company and SunTrust BankMellon Investor Services LLC, as Rights Agent, dated as of July 18January 29, 2002 2009, as it may from time to time be supplemented or amended (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Xxxxx Media Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Xxxxx Media Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefortherefore. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement) shall become null and void. Each book-entry account for such Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shall bear a legend in substantially the following form: Each security covered by this Advice entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxx Media Company and Mellon Investor Services LLC, as Rights Agent, dated as of January 29, 2009, as it may be from time to time be supplemented or amended (the “Rights Agreement”), or any subsequent holder the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Xxxxx Media Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice. Xxxxx Media Company will mail to the holder of this certificate a copy of the Rights Agreement, without charge, after receipt of a written request therefore. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) shall become null and void. With respect to such certificates containing Common Shares described in this Section 3(c), until the foregoing legendsDistribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date represented by such certificates or the Distribution Date, held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of record of Common Shares of the Company shall also shall be the registered holders of record of the associated Rights, and the surrender for transfer of any such certificate Common Shares, whether by transfer of physical certificates or book-entry transfer, shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented therebyShares. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth day Business Day after the Shares Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date; or , the close of business on the Record Date), and (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, or any Subsidiary of the first public announcement of the intent of Company, any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares employee benefit plan of the Company (irrespective or of whether any shares are actually purchased Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such offerplan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of such events described in clauses (i) and (ii) being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) and (c) of this Section 3(c)) (13) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for such Common Shares of the Company Stock shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution applicable number of Rights Certificatesattached to each share of Common Stock) and not by separate Rights Certificates or certificates (2) to or, for shares participating in the extent that any Common Shares are not evidenced direct registration system, by certificates but are rather recorded notations in the respective book entry form, by such book entry with respect to accounts for the Common SharesStock), and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, but subject to the following sentence, the Company will shall prepare and execute, the Rights Agent will countersign, shall countersign (either manual or facsimile signature) and the Company will shall send or cause to be sent (and or the Rights Agent willshall, if requestedrequested to do so by the Company and provided with all necessary information and documentation, in form, format and substance satisfactory to the Rights Agent, send) by first first-class, insured, postage prepaid mailmail (or such other method requested by the Company and agreed to by the Rights Agent), to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company or the transfer agent or registrar for the shares of Common Stock, one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the "Rights Certificates"), evidencing one Right for each share of Common Share (a "Rights Certificate"), Stock so held, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in this Agreementits sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) (with prompt written notice thereof to the Rights Agent) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates Certificates, and the Rights will be transferable separately from the transfer of shares of Common Shares Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the CompanyDistribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage prepaid mail, ) to each record any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Shares of the Company Stock outstanding as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail or issued subsequent to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, unless and until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date)shall occur, the Rights will be evidenced by such certificates for the Common Shares Stock (or, in the case of shares reflected on the direct registration system, the notations in the book entry account) and the registered holders of the Company Common Stock shall also be the registered in the names holders of the holders thereof together with a Summary of associated Rights. Until the earlier of the Distribution Date (or, if earlierand the Expiration Date, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock in respect of the Company outstanding on the Record Date which Rights have been issued shall also shall constitute the surrender for transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23 hereof or an exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Shares Stock (including any shares of the CompanyCommon Stock issued pursuant to an exchange) at any time thereafter. (dc) Rights shall be issued in respect of all shares of Common Shares of the Company that Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates Certificates representing shares of Common Shares Stock shall also shall be deemed to be certificates for the associated Rights, and . Such certificates shall have impressed on, printed on, written on or otherwise affixed to them bear a legend in substantially the following legendform if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security SystemsZoetis Inc. (the "Company") and Computershare Trust Company, Inc. and SunTrust Bank, as N.A. (the "Rights Agent"), dated as of July 18November 14, 2002 2014, as originally executed and as it may be amended or restated from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Company will mail or cause to be mailed to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is, was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights will holder, may become null and void. With respect to such certificates containing the foregoing legendslegend, until the earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of record of Common Shares of the Company Stock shall also shall be the registered holders of record of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the surrender for transfer of the Rights associated with the Common Shares Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the Company represented thereby. (e) If associated Rights. In the case of any shares participating in the direct registration system, the Company purchases or acquires any shall cause the transfer agent for the Common Shares of the Company after the Record Date but Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution DateDate a notation to the effect that the Company will mail to the stockholder a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights associated with such Agreement or the rights of any holder of the Rights. In the event that shares of the Common Shares Stock are not represented by certificates, references in this Agreement to certificates shall be deemed canceled and retired so that to refer to the Company shall not be entitled to exercise any Rights associated with notations in the Common Shares book entry accounts reflecting ownership of the Company that are no longer outstandingsuch shares.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power of the then then-outstanding Common Shares including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a "Rights Certificate"), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company that are issued this Section 3 (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security SystemsCareer Education Corporation and Computershare Investor Services, Inc. and SunTrust Bank, as Rights Agent, LLC dated as of July 18May 28, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Career Education Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Career Education Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefortherefore. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth day Business Day after the Shares Share Acquisition Date (or, if the tenth Business Day after the Share Acquisition Date occurs before the Record Date; or , the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, or any Subsidiary of the first public announcement of the intent of Company, any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares employee benefit plan of the Company (irrespective or of whether any shares are actually purchased Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such offerplan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of such events described in clauses (i) and (ii) being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) and (c) of this Section 3(c)) (13) by the certificates for the Common Ordinary Shares registered in the names of the holders thereof of the Ordinary Shares or, in the case of uncertificated Ordinary Shares registered in book entry form (“Book Entry Shares”), by entry in the register of members of the Company or by notation in book entry accounts reflecting the ownership of such Ordinary Shares (which certificates for such Common Shares of the Company shall and Book Entry Shares, as applicable, will also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common SharesRight Certificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Ordinary Shares of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) (by first classmailing, insured, postage prepaid mail, in accordance with Section 26 or by such means as may be selected by the Company) to each record registered holder of Common Ordinary Shares as of the Close close of Business business on the Distribution Date, as shown by the records Date (other than any Acquiring Person or any of the Companyits Affiliates or Associates), at the address of such holder shown on such recordsthe register of members of the Company or the transfer books of the transfer agent for the Ordinary Shares, one or more rights certificates certificates, in substantially the form of Exhibit B heretoA hereto (the “Rights Certificate(s)”), evidencing one Right for each Common Ordinary Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. Receipt of a Rights Certificate by any Person will not preclude a later determination that all or part of the Rights represented thereby are null and void pursuant to Section 7(e). To the extent that a Section 11(a)(ii) Event has also occurred, the Company may implement such procedures as it deems appropriate in this Agreementits sole discretion to minimize the possibility that Rights are received by any Person whose Rights are null and void pursuant to Section 7(e). In the event that an adjustment in the number of Rights per Ordinary Share has been made pursuant to Section 11, then at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed. As of and after the Distribution Date, the Rights will be evidenced solely by the Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Ordinary Shares, and the holders of such Rights Certificates and as shown in the register of members of the Company or the transfer books of the transfer agent for the Rights (which may be the Rights Agent) will be transferable separately from the Common Shares of the Companyregistered holders thereof. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of Exhibit C attached hereto as Exhibit B ("the “Summary of Rights"), by first-class, postage prepaid mail, ”) to each record any holder of Common Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Ordinary Shares of the Company and Book Entry Shares, as applicable, outstanding as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail or issued subsequent to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, unless and until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date)shall occur, the Rights will be evidenced by such certificates for Common Shares or Book Entry Shares, and the registered holders of the Company Ordinary Shares shall also be the registered in the names holders of the holders thereof together with a Summary of associated Rights. Until the earlier of the Distribution Date (or, if earlieror the Expiration Date, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Ordinary Shares in respect of the Company outstanding on the Record Date which Rights have been issued shall also shall constitute the surrender for transfer of the Rights associated with such Ordinary Shares. Notwithstanding anything to the Common contrary set forth in this Agreement, upon the effectiveness of a termination pursuant to Section 23 or an exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any Ordinary Shares of the Company(including any Ordinary Shares issued pursuant to an exchange) at any time thereafter. (dc) Rights shall be issued in respect of all Common Ordinary Shares of the Company that which are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or (other than in respect of Ordinary Shares held by any Person who is an Acquiring Person as at the Final Expiration Datedate of this Agreement). Until the Distribution Date, certificates Certificates representing Common such Ordinary Shares shall also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially bear the following legendlegend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement (as originally executed and as it may be amended from time to time) between Internet Security Systems, Inc. ChinaCache International Holdings Ltd. (the “Company”) and SunTrust Bank, as the Rights Agent thereunder (the “Rights Agent, ”) dated as of July 18May 9, 2002 2018 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of Internet Security Systems, Inc. the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is, was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Receipts representing such Ordinary Shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: ChinaCache International Holdings Ltd. (the “Company”) has adopted a shareholder rights plan pursuant to a Rights Agreement between the Company and the American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated as of May 9, 2018, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”). Pursuant to the terms of the Rights Agreement, each holder of the Company’s Ordinary Shares shall be entitled to certain rights (the “Rights”). The Rights Agreement, the terms of which are hereby incorporated herein by reference, provides that the Rights, when exercisable, each of which will entitle the holder to purchase one one-hundredth of a fully paid, non-assessable share of Series A Junior Participating Preferred Shares of the Company, at a purchase price of $1.00 per one one-hundredth of a share, subject to adjustment, upon presentation and surrender to the Rights Agent of a Right Certificate (as defined in the Rights Agreement) and such other and further documentation as required by the Rights Agreement. The Company will mail to the holder of this Receipt a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is, was or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and voidvoid and will no longer be transferable. With respect to any Book Entry Shares, a legend in substantially similar form will be included in a notice to the registered holder of such shares in accordance with applicable law and/or by way of a summary note in the register of members of the Company. With respect to such certificates for Ordinary Shares, Receipts or Book Entry Shares, as applicable, containing the foregoing legendslegend, until the earlier of the Distribution Date or the Expiration Date, (i) the Rights associated with the Common Ordinary Shares represented by such certificates, Receipts or Book Entry Shares will be evidenced solely by such certificates, Receipts or Book Entry Shares, (ii) the registered holders of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone Ordinary Shares and holders of record of Common Shares of the Company ADSs will also shall be the registered holders of record of the associated Rights, Rights and (iii) the surrender for transfer of any such certificate shall certificates, Receipts or Book Entry Shares (with or without a copy of the Summary or Rights) will also constitute the surrender for transfer of the Rights associated with the Common Ordinary Shares represented thereby. Notwithstanding this Section 3(c), the omission of the legend required hereby, the inclusion of a legend that makes reference to a rights agreement other than this Agreement or the failure to provide notice thereof or a note in the register of members of the Company represented therebywill not affect the enforceability of any part of this Agreement or the rights of any holder of Rights. (d) Notwithstanding anything to the contrary in this Agreement, the Company will cause any transfer agent for the Ordinary Shares to cooperate with the Rights Agent and to supply the Rights Agent with such information as it reasonably requests in order for it to fulfill its responsibilities under this Agreement. (e) If In the event that the Company purchases or acquires any Common Ordinary Shares of the Company after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Common Ordinary Shares shall will be deemed canceled cancelled and retired so that the Company shall will not be entitled to exercise any Rights associated with the Common Ordinary Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company or the transfer agent or registrar for the Common Shares, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a “Rights Certificate”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from Certificates. The Company shall promptly notify the Common Shares Rights Agent in writing upon the occurrence of the CompanyDistribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company that are issued this Section 3 (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement Agreement, as amended, between Internet Security Systems, Inc. Nanophase Technologies Corporation and SunTrust BankMellon Investor Services LLC, as Rights Agent, dated as of July 18October 28, 2002 1998 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Nanophase Technologies Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Nanophase Technologies Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of earliest of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date; or , the close of business on the Record Date), (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent on behalf of any Person (other than an Exempt Person) to commence, of a tender offer or exchange offer, if such tender offer or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more has not commenced as of the Voting Power date hereof, and upon consummation thereof, such Person would become an Acquiring Person and (iii) immediately prior to the acceptance for payment of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased tendered pursuant to any tender offer or exchange offer commenced by or on behalf of any Person (other than an Exempt Person) prior to, and pending as of, the date hereof, if upon consummation thereof, such offer) Person would become an Acquiring Person (the earlier earliest of such events described in clauses (i), (ii) and (iiiii) being herein referred to in this Agreement as the "“Distribution Date"”), , (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for such Common Shares of the Company shall be deemed also to be certificates for Rights) or by the current ownership statement issued with respect to uncertificated Common Shares in lieu of such Rights other than a certificate (an “Ownership Statement”) (which Ownership Statement shall be deemed to be also a certificate for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to certificates, and the extent that any registered holders of the Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to shall also be the Common Sharesregistered holders of the associated Rights, and (yB) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mailin accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date, as shown by the records Date (other than an Acquiring Person or any Associate or Affiliate of the Company, at the address of such holder shown on such recordsan Acquiring Person), one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the “Rights Certificates”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto ("the “Summary of Rights"”), by first-first class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCompany as the address at which such holder has consented to receive notice. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights associated with such shares will be evidenced by certificates the certificate or Ownership Statement for such Common Shares of the Company registered in the names of the holders thereof thereof, in each case together with a the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate or Ownership Statement for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented by such certificate or Ownership Statement. (dc) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or and, to the Final Expiration Date. Until extent provided in Section 22 hereof, in respect of Common Shares issued after the Distribution Date, certificates representing . Certificates evidencing such Common Shares also shall be deemed and Ownership Statements issued after the Record Date but prior to be certificates for the associated Rights, earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security SystemsCatalyst Pharmaceutical Partners, Inc. (the “Company”) and SunTrust Bank, as the Rights Agent, Agent thereunder dated as of July 18September 20, 2002 2011 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. Internet Security Systems, Inc. The Company will mail to the registered holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, held by or Beneficially Owned by beneficially owned by, any Person who is, was, or becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently beneficially owned by or on behalf of such Person or by any subsequent holder of such Rights will beneficial owner, may become null and void. With respect to such certificates containing In the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If event the Company purchases or otherwise acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the such Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business on the tenth day after the Shares Acquisition Date; or (ii) the Close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to shall determine) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date (or such time later date as any Person becomes an Acquiring Personthe Board of Directors of the Company shall determine)), or (ii) the close of business on the tenth Business Day (or such later date as the Board of Directors of the Company shall determine) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, or any Subsidiary of the first public announcement of the intent of Company, any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares employee benefit plan of the Company (irrespective or of whether any shares are actually purchased Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such offerplan) is commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person, in either instance other than pursuant to a Qualified Offer (the earlier of such events described in clauses (i) and (ii) being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(c)) (13) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for such Common Shares of the Company Stock shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the "Rights Certificates"), evidencing one Right for each share of Common Share (a "Rights Certificate"), Stock so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and Certificates. The Company will be transferable separately from the Common Shares of the Company. (b) As make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Expiration Date (as hereinafter defined). With respect to certificates for the Common Shares of the Company Stock outstanding as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail or issued subsequent to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, unless and until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date)shall occur, the Rights will be evidenced by such certificates for the Common Shares Stock and the registered holders of the Company Common Stock shall also be the registered in the names holders of the holders thereof together with a Summary of associated Rights. Until the earlier of the Distribution Date (or, if earlieror the Expiration Date, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for certificates representing shares of Common Shares Stock in respect of the Company outstanding on the Record Date which Rights have been issued shall also shall constitute the surrender for transfer of the Rights associated with the such shares of Common Shares of the Company. (d) Stock. Rights shall be issued in respect of all shares of Common Shares of the Company that Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates Certificates representing such shares of Common Shares Stock shall also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially bear the following legendlegend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security SystemsGSI Commerce, Inc. (the "Company") and SunTrust Bank, as the Rights Agent thereunder (the "Rights Agent, ") dated as of July 18April 3, 2002 2006 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is, was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights will holder, may become null and void. With respect to such certificates containing the foregoing legendslegend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of record of Common Shares of the Company Stock shall also shall be the registered holders of record of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Class A Common Shares aggregating 15% or more of the Voting Power of the then then-outstanding Common Shares including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all information necessary for distribution of the Rights Certificates, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretoExhibits B-1 and B-2 hereto (a “Rights Certificate”), evidencing one Class A Right for each Class A Common Share (a "Rights Certificate"), so held and one Class B Right for each Class B Common Share so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from Certificates. The Company shall promptly notify the Common Shares Rights Agent in writing upon the occurrence of the CompanyDistribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company this Section 3 (c) and Class A Common Shares that are issued converted from Class B Common Shares (whether originally issued or from the “Converted Class A Common Shares”) pursuant to the Company's treasury’s Certificate of Incorporation (the “Charter”)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security Systems, Inc. Zebra Technologies Corporation and SunTrust Bank, as Rights Agent, Mellon Investor Services LLC dated as of July 18March 14, 2002 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Zebra Technologies Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Zebra Technologies Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of represented thereby. In the event that the Company represented thereby. (e) If the Company purchases purchases. acquires or acquires converts into other securities any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of earliest to occur of (i) the Close of Business on the tenth (10th) day after the Shares Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date; or , the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power of the then outstanding Common Shares Shares, or (iii) the Close of Business on the tenth day after the Board determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest to occur of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events described in clauses (i), (ii) and (iiiii) of this paragraph (a) being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(c)) (13) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for such Common Shares of the Company Stock shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable transferrable only in connection with the transfer of the underlying shares of Common Shares of the Company Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the "Rights Certificates"), evidencing one Right for each share of Common Share (a "Rights Certificate"), Stock so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close of Business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for the Common Shares of the Company Stock outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.such

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth 10th day after the Shares Stock Acquisition Date (or, if the 10th day after the Stock Acquisition Date occurs before the Record Date; or , the Close of Business on the Record Date) and (ii) the Close of Business on the tenth 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent on behalf of any Person (other than an Exempt Person) to commence, of a tender offer or exchange offer the offer, if upon consummation of which thereof, such Person would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) become an Acquiring Person (the earlier of such events described in clauses (i) and (ii) being herein referred to in this Agreement as the "“Distribution Date"”), , (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) (1hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for such shares of Common Shares of the Company Stock shall be deemed also to be certificates for such Rights other than for purposes certificates) or, in the case of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) Book Entry Shares, by notation in book entry, and not by separate Rights Certificates or (2) to certificates, and the extent that any registered holders of shares of Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to Stock shall also be the Common Sharesregistered holders of the associated Rights, and (yB) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company Stock (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willAgent, if so requested, will send) by first class), insured, postage prepaid mailin accordance with Section 26 hereof, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records Date (other than an Acquiring Person or any Associate or Affiliate of the Company, at the address of such holder shown on such recordsan Acquiring Person), one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the “Rights Certificates”), evidencing one Right for each share of Common Share (a "Rights Certificate"), Stock so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyDate in accordance with Section 26 hereof. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates representing Common Stock and Book Entry Shares of the Company outstanding as of the Close of Business on the Record Date, until the earlier of the Distribution Date (or, if earlier, and the Expiration Date or the Final Expiration Date), the Rights associated with such Common Stock will be evidenced by such certificates for Common Shares of the Company Stock registered in the names of the holders thereof or Book Entry Shares, as applicable, in each case together with a copy of the Summary of Rights. Until the earlier of the Distribution Date (or, if earlier, and the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for share of Common Shares of the Company Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in the names of the holders thereof or Book Entry Shares), with or without a copy of the Summary of Rights, shall also shall constitute the surrender for transfer of the Rights Right associated with the Common Shares of the Companytherewith. (dc) Rights shall shall, without any further action, be issued in respect of all shares of Common Shares of the Company Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or and, to the Final Expiration Date. Until extent provided in Section 22 hereof, in respect of Common Stock issued after the Distribution Date, certificates representing . Certificates evidencing such Common Shares also shall be deemed to be certificates for the associated Rights, and Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend or statement substantially in the following legendform: This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security SystemsLiquid Holdings Group, Inc. (the “Company”) and SunTrust Bank, as the Rights Agent, Agent thereunder dated as of July 18December 11, 2002 2014 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued tobeneficially owned by any Person who is, held by was, or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently beneficially owned by or on behalf of such Person or by any subsequent holder of such Rights will beneficial owner, may become null and void. With respect to such certificates containing any Book Entry Shares, a legend or statement in substantially the form of the foregoing legendsshall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, shall be evidenced by such certificates or the Book Entry Shares alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate or Book Entry Shares shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company Stock represented thereby. (e) If . In the event the Company purchases or otherwise acquires any Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the such Common Shares of the Company Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of Common Stock, or if new certificate(s) representing shares of Common Stock are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear a legend or statement in substantially the form of the foregoing.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a "Rights Certificate"), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company that are issued this Section 3 (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security SystemsUltra Pac, Inc. and SunTrust BankNorwest Bank Minnesota, as Rights Agent, N.A. dated as of July 18February 27, 2002 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security SystemsUltra Pac, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security SystemsUltra Pac, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, charge after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (all as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day Business Day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power then-outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) Rights (the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for Rights) or, for Common Shares held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such Rights other than for purposes of this Section 3 and any provision of this Agreement referring book-entry accounts (together with direct registration transaction advice with respect to the issuance or distribution of Rights Certificates) such Common Shares), and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will (i) send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information by the Company, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company or the transfer agent or registrar for the Common Shares, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a “Rights Certificate”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to adjustment as provided in this Agreementsuch Rights to such holder. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such book-entry credits and will related direct registration transaction advice. In the event the Company elect to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be transferable separately from interpreted to reflect that the Common Shares Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the CompanyRights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to such Rights. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlieror the earlier surrender for transfer thereof, the Redemption Date or the Final Expiration Date, the Rights associated with (i) the Common Shares represented by certificates shall be evidenced by such certificates for Common Shares together with the Summary of Rights and (ii) the Common Shares held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Share shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for of the Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares that become outstanding (including, but not limited to, reacquired Common Shares referred to in the last sentence of the Company that are issued (whether originally issued or from the Company's treasurythis Section 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security SystemsXxxxxx Xxxx Corporation and Computershare Trust Company, Inc. and SunTrust BankN.A., as Rights Agent, dated as of July June 18, 2002 2009, as it may from time to time be supplemented or amended (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Xxxxxx Xxxx Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Xxxxxx Xxxx Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefortherefore. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement) shall become null and void. Each book-entry account for such Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shall bear a legend in substantially the following form: Each security covered by this Advice entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxx Xxxx Corporation and Computershare Trust Company, N.A., as Rights Agent, dated as of June 18, 2009, as it may be from time to time be supplemented or amended (the “Rights Agreement”), or any subsequent holder the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Xxxxxx Xxxx Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice. Xxxxxx Xxxx Corporation will mail to the holder of this certificate a copy of the Rights Agreement, without charge, after receipt of a written request therefore. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) shall become null and void. With respect to such certificates containing Common Shares described in this Section 3(c), until the foregoing legendsDistribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date represented by such certificates or the Distribution Date, held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of record of Common Shares of the Company shall also shall be the registered holders of record of the associated Rights, and the surrender for transfer of any such certificate Common Shares, whether by transfer of physical certificates or book-entry transfer, shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented therebyShares. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth (10th) calendar day after the Shares Stock Acquisition Date; or , or (ii) the Close close of Business business on the tenth Business Day (10th) calendar day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, or any Subsidiary of the first public announcement of the intent of Company, any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares employee benefit and/or savings plan of the Company (irrespective or of whether any shares are actually purchased Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such offerplan) is first published or sent or given within the meaning of Rule 14d- 2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of such events described in clauses (i) and (ii) being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) or (c) of this Section 3(c)) (13) by the certificates balances indicated in the book-entry account system of the transfer agent for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for such shares of Common Shares of the Company Stock shall be deemed also to be certificates for such Rights other than Rights) or, in the case of certificated shares, the certificates for purposes the Common Stock registered in the names of this Section 3 and any provision the holders of this Agreement referring the Common Stock (which certificates for Common Stock shall be deemed also to the issuance or distribution of Rights Certificates) be certificates for Rights), and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company Stock (including including, without limitation, a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, or, with respect to Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as shown by aforesaid), to the records record holder of such Common Stock on the Companydate of issuance, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates right certificates, in substantially the form of Exhibit B heretohereto (the “Rights Certificates”), evidencing one Right for each share of Common Share (a "Rights Certificate"), Stock so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (calculated in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto ("the “Summary of Rights"), by first-class, postage prepaid mail, ”) to each record any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to the Common Shares of the Company Stock outstanding as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail or issued subsequent to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, unless and until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date)shall occur, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Shares Stock, and the registered holders of the Company Common Stock shall also be the registered in the names holders of the holders thereof together with a Summary of associated Rights. Until the earlier of the Distribution Date (or, if earlieror the Expiration Date, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock in respect of the Company outstanding on the Record Date which Rights have been issued shall also shall constitute the surrender for transfer of the Rights associated with the such shares of Common Shares of the CompanyStock. (dc) Rights shall be issued in respect of all shares of Common Shares of the Company that Stock which are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or the Final Expiration Date. Until or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date, certificates representing . (i) Confirmation and account statements sent to holders of shares of Common Shares also Stock in book-entry form (which shares of Common Stock shall be deemed also to be represent certificates for the associated Rights, and ) shall have impressed on, printed on, written on or otherwise affixed to them substantially bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Amended and Restated Rights Agreement between Internet Security SystemsAdolor Corporation (the “Company”) and StockTrans, Inc. and SunTrust Bank, as a Broadridge Company (the “Rights Agent”), dated as of July 18January 31, 2002 2011 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systemsthe Company. Under certain circumstances, Inc. as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (x) the Distribution Date or (y) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. The absence of the foregoing legend on any confirmation or account statement shall in no way affect any of the other provisions of this Agreement. (ii) Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Adolor Corporation (the “Company”) and StockTrans, a Broadridge Company (the “Rights Agent”), dated as of January 31, 2011 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued tobeneficially owned (as such term is defined in the Rights Agreement) by any Person who is, held by was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights will holder, may become null and void. With respect to such certificates containing the foregoing legendslegend, until the earlier of (x) the Distribution Date or (y) the Expiration Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of record of Common Shares of the Company Stock shall also shall be the registered holders of record of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the surrender for transfer of the Rights associated with the such shares of Common Shares Stock represented by such certificates. The absence of the Company represented thereby. (e) If the Company purchases or acquires foregoing legend on any Common Shares certificate shall in no way affect any of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares other provisions of the Company that are no longer outstandingthis Agreement.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the first public announcement (which for this purpose shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.(or if such announcement occurs before the Record Date, the Close of Business on the tenth day after the Shares Acquisition Record Date); or provided, however, that if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a), then no such Distribution Date shall be deemed to have occurred; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 2015% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events described in clauses (i) and (ii) being referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)) (1) by the certificates for the Common Shares or the Series D Preferred Stock or Series E Preferred Stock, as the case may be, registered in the names of the holders thereof (which certificates for such Common Shares of the Company or the Series D Preferred Stock or Series E Preferred Stock, as the case may be, shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common SharesCertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company or the Series D Preferred Stock or Series E Preferred Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mail, to each record holder of Common Shares Shares, Series D Preferred Stock and Series E Preferred Stock, as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share and an appropriate number of Rights for each share of Series D Preferred Stock and Series E Preferred Stock (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company, the Series D Preferred Stock and the Series E Preferred Stock. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of attached hereto as Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company and Series D Preferred Stock and Series E Preferred Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company Company, Series D Preferred Stock and Series E Preferred Stock outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company or the Series D Preferred Stock or Series E Preferred Stock, as the case may be, registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company or Series D Preferred Stock or Series E Preferred Stock (including pursuant to the conversion of the Series D Preferred Stock or Series E Preferred Stock into Common Shares of the Company) outstanding on the Record Date Date, with or without a copy of the Summary of Rights, also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company, Series D Preferred Stock or Series E Preferred Stock represented thereby; it being agreed that in the case of the conversion of the Series D Preferred Stock or the Series E Preferred Stock into Common Shares of the Company, in accordance with this Agreement there shall be issued one Right with respect to each Common Share that shall be issued upon such conversion (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p)). (d) Rights shall be issued in respect of all Common Shares of the Company that or Series D Preferred Stock or Series E Preferred Stock (including pursuant to the conversion of the Series D Preferred Stock or Series E Preferred Stock into Common Shares) which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares Shares, Series D Preferred Stock or Series E Preferred Stock also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security SystemsZ-Tel Technologies, Inc. and SunTrust BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of July 18February 19, 2002 2001 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security SystemsZ-Tel Technologies, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security SystemsZ-Tel Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement), ) or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company Company, Series D Preferred Stock or Series E Preferred Stock represented by such certificates, as the case may be, shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company Company, Series D Preferred Stock or Series E Preferred Stock, as the case may be, also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company Company, Series D Preferred Stock or Series E Preferred Stock represented thereby. (e) . If the Company purchases or acquires any Common Shares of the Company Company, Series D Preferred Stock or Series E Preferred Stock (including pursuant to the conversion of the Series D Preferred Stock or Series E Preferred Stock into Common Shares) after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Shares, Series D Preferred Stock or Series E Preferred Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that Company, Series D Preferred Stock or Series E Preferred Stock which are no longer outstanding; it being agreed that in the case of the conversion of the Series D Preferred Stock or the Series E Preferred Stock into Common Shares, in accordance with this Agreement there shall be issued one Right with respect to each Common Share that shall be issued upon such conversion (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p)).

Issuance of Rights Certificates. (a) Until the earlier of earliest to occur of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date; or , the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement of General Rules and Regulations under the intent of any Exchange Act, if upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming be the Beneficial Owner of 2015% or more of the Voting Power shares of Common Stock then outstanding or (iii) the Close of Business on the tenth day after the Board determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest to occur of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events described in clauses (i), (ii) and (iiiii) of this paragraph (a) being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(c)) (13) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for such Common Shares of the Company Stock shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable transferrable only in connection with the transfer of the underlying shares of Common Shares of the Company Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the "Rights Certificates"), evidencing one Right for each share of Common Share (a "Rights Certificate"), Stock so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth day after the Shares Acquisition Date; or , (ii) the Close close of Business business on the tenth fifteenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Affiliate or Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Affiliate or Subsidiary of the Corporation or any entity holding Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of of, the intent intention of any Person (other than an Exempt Personthe Corporation, any Affiliate or Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Affiliate or Subsidiary of the Corporation or any entity holding shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20shares aggregating 25% or more of the Voting Power voting power of the then outstanding Common Shares equity securities of the Company Corporation, or (irrespective iii) the close of whether any shares are actually purchased pursuant business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such offertime as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of shares aggregating 25% or more of the voting power of the equity securities of the Corporation other than a transaction in which newly issued Class A Shares or Class B Shares, as the case may be, are issued directly by the Corporation to such Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for Class A Shares or Class B Shares, as the Common Shares case may be, registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Class A Shares of the Company or Class B Shares (including a transfer to the CompanyCorporation). As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage- prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Share so held. The Rights Agent will mail to any holder As of the Distribution Date, the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request thereforwill be evidenced solely by such Right Certificates. (cb) With respect to Common certificates for Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary thereof, and registered holders of RightsShares shall also be the registered holders of the associated Rights (regardless of whether such ownership is indicated on the share certificates). Until the earliest of the Distribution Date (or, if earlierDate, the Expiration Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Common Shares which are issued after the Record Date but prior to the earliest of the Company that Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such Shares shall also be deemed to be certificates for Rights. Certificates representing both Shares and Rights in accordance with this Section 3 which are issued executed and delivered (whether the Shares represented thereby are originally issued or from are presented for transfer) by the Company's treasuryCorporation (including, without limitation, certificates representing reacquired Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between Internet Security Systems, Inc. Capital Group Incorporated (the "Corporation") and SunTrust Bank, as Rights AgentThe First National Bank of Boston, dated as of July 18___________ ___, 2002 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is, was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights will holder, shall become null and void. With respect to such certificates containing Until the foregoing legendsDistribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, shall be evidenced by such the certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of representing the associated RightsShares alone (regardless of whether any such certificate contains the above legend), and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the Company event that the Corporation purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of (i) of the Close of Business on the tenth day after the Shares Acquisition Date; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonBoard) after (i) the Shares Acquisition Date, and (ii) the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement or disclosure of the intent intention of any Person (other than an Exempt Person) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any PersonPerson becoming an Acquiring Person (including, together with its Affiliates and Associates, becoming in the Beneficial Owner case of 20% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events described in both clauses (i) and (ii) next preceding, any such date which is after the date hereof but prior to the Record Date), the earlier of such dates being herein referred to in this Agreement as the "“Distribution Date"), ” (x) the Rights will be evidenced represented (subject to the provisions of Section 3(c3(b)) (1) by the certificates for the representing Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of shall until the Company shall Distribution Date also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificatesrepresenting Rights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will shall be transferable only in connection with the transfer of of, and shall automatically be transferred with, the underlying Common Shares of the Company (including a transfer to the CompanyCorporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As Subject to Section 6(c) and the last sentence of Section 7(g), as soon as practicable after the Distribution DateDate and upon the receipt of necessary information, the Company will Corporation shall prepare and execute, the Rights Agent will shall countersign, and the Company will Corporation shall send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Corporation, one or more rights certificates “Rights Certificates”, substantially in substantially the form of Exhibit B heretoA (a “Rights Certificate”), evidencing representing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per share of Common Stock has theretofore been made as provided herein, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments so that each Rights Certificates distributed represents a whole number of Rights and shall distribute cash in lieu of any fractional Rights, all as provided in Section 14. As of and after the Distribution Date, the Rights will shall be evidenced represented solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following the Record Date, the Company will Corporation shall send or cause to be sent a copy of a “Summary of Rights to Purchase Preferred Common Shares”, in substantially in the form of Exhibit C attached hereto B ("the “Summary of Rights"”), by first-class, postage postage-prepaid mail, to each record holder of Common Shares (other than any Acquiring Person or any of the Company its Associates and Affiliates) as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates representing Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced represented by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for representing Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also shall constitute the surrender for transfer of the Rights associated with the such Common Shares of the CompanyShares. (dc) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's Corporation’s treasury, including reacquired Common Shares referred to in the last sentence of this Section 3(c)) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22(b) in respect of all Common Shares which are issued (whether originally or from the Corporation’s treasury, including reacquired Common Shares referred to in the last sentence of this Section 3(c)) after the Distribution Date or but prior the earlier of the Redemption Date and the Final Expiration Date. Until the Distribution earlier of the Redemption Date and the Final Expiration Date, certificates representing Common Shares which are also shall be deemed to be certificates for representing Rights pursuant to Section 3(a) shall, commencing as soon as reasonably practicable after the associated Rightsdate hereof, and shall have impressed on, printed on, written on or otherwise affixed to them substantially bear the following legend: This certificate also evidences represents and entitles the holder hereof to certain Rights rights (the “Rights”) as set forth in that certain Shareholder Rights Agreement, made and entered into as of August 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), by and between Overland Storage, Inc., a Rights Agreement between Internet Security SystemsCalifornia corporation (the “Corporation”), Inc. and SunTrust Xxxxx Fargo Bank, N.A., a national banking association organized under the laws of the United States of America, as Rights Agent (together with its successors in such capacity, the “Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"”), the terms of which which, as in effect from time to time, are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, or will be evidenced represented by separate certificates and will no longer be evidenced represented by this certificate. Internet Security Systems, Inc. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of its mailing, without charge, charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS ISSUED TO, held by or Beneficially Owned by Acquiring PersonsOR HELD BY, their Associates or Affiliates ANY HOLDER WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as such terms are defined in the Rights Agreement)AS EACH OF SUCH TERMS IS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, or any subsequent holder of such Rights will become null and voidWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH HOLDER OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced represented by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsrepresented by such certificates alone, and the surrender for transfer of any Common Shares represented by such certificate shall also constitute the surrender for transfer of the Rights associated with such Common Shares. Notwithstanding the Common Shares foregoing, the omission of the Company represented therebyforegoing legend from a certificate shall not affect the enforceability of any part hereof or the rights of any holder of Rights. (ed) If In the Company event that the Corporation purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until On the earlier ofRecord Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. (ib) Until the Close of Business on the tenth day after the Shares Acquisition Date; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors Directors, upon approval by a majority of the Company prior to such time as any Person becomes an Acquiring PersonContinuing Directors) which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day after the date of the commencement by any Person person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which would result in any such Person, together with its Affiliates and Associates, becoming would be the Beneficial Owner owner of 20% or more of the Voting Power any class of the then outstanding Common Shares shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c)) (1) by the certificates for the Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates for such Common Shares Stock outstanding as of the Company shall be deemed also to be certificates for such Rights other than for purposes Record Date, the Summary of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to and the extent that any record holders of such certificates for Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to Stock shall be the Common Shares, record holders of the Rights represented thereby and (y) the Rights (and the right to receive separate Rights Certificates) will each Right shall be transferable only in connection simultaneously and together with the transfer of the underlying Common Shares of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mail, to each record holder share of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share Stock (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"hereinafter provided), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.Redemption

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any member or members of the Xxxxxx Family, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any member or members of the Xxxxxx Family, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share hereto (a "Rights Certificate"), --------- evidencing one Right for each Common Share so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto (the "Summary of --------- Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company that are issued this Section 3 (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security SystemsNovaMed Eyecare, Inc. and SunTrust Bank, as Rights Agent, American Stock Transfer & Trust Company dated as of July 187, 2002 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security SystemsNovaMed Eyecare, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security SystemsNovaMed Eyecare, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 2015% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events described in clauses (i) and (ii) being referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the ----------------- provisions of Section 3(c)) (1) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B C hereto, evidencing one Right for each Common Share (a "Rights ------ Certificate"), so held, subject to adjustment as provided in this Agreement. As ----------- of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rightsthereof. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary Rights, also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a n Amended and Restated Rights Agreement between Internet Security Systems, Inc. Concurrent Computer Corporation and SunTrust BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of July 18August 7, 2002 (the "Amended and Restated Rights Agreement"), as may be amended from time to time, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.Concurrent Computer

Issuance of Rights Certificates. (a) Until the earlier of earliest of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date; or , the close of business on the Record Date), (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent on behalf of any Person (other than an Exempt Person) to commence, of a tender offer or exchange offer, if such tender offer or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more has not commenced as of the Voting Power date hereof, and upon consummation thereof, such Person would become an Acquiring Person and (iii) immediately prior to the acceptance for payment of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased tendered pursuant to any tender offer or exchange offer commenced by or on behalf of any Person (other than an Exempt Person) prior to, and pending as of, the date hereof, if upon consummation thereof, such offer) Person would become an Acquiring Person (the earlier earliest of such events described in clauses (i), (ii) and (iiiii) being herein referred to in this Agreement as the "“Distribution Date"”), , (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for such Common Shares of the Company shall be deemed also to be certificates for Rights) or by the current ownership statement issued with respect to uncertificated Common Shares in lieu of such Rights other than a certificate (an “Ownership Statement”) (which Ownership Statement shall be deemed to be also a certificate for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to certificates, and the extent that any registered holders of the Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to shall also be the Common Sharesregistered holders of the associated Rights, and (yB) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mailin accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date, as shown by the records Date (other than an Acquiring Person or any Associate or Affiliate of the Company, at the address of such holder shown on such recordsan Acquiring Person), one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the “Rights Certificates”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto ("the “Summary of Rights"”), by first-first class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCompany as the address at which such holder has consented to receive notice. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights associated with such shares will be evidenced by certificates the certificate or Ownership Statement for such Common Shares of the Company registered in the names of the holders thereof thereof, in each case together with a the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate or Ownership Statement for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented by such certificate or Ownership Statement. (dc) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or and, to the Final Expiration Date. Until extent provided in Section 22 hereof, in respect of Common Shares issued after the Distribution Date, certificates representing . Certificates evidencing such Common Shares also shall be deemed and Ownership Statements issued after the Record Date but prior to be certificates for the associated Rights, earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security SystemsMedical Staffing Network Holdings, Inc. (the “Company”) and SunTrust Bank, as the Rights Agent, Agent thereunder dated as of July 18September 3, 2002 2009 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. Internet Security Systems, Inc. The Company will mail to the registered holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, held by or Beneficially Owned by beneficially owned by, any Person who is, was, or becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently beneficially owned by or on behalf of such Person or by any subsequent holder of such Rights will beneficial owner, may become null and void. With respect to such certificates containing In the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If event the Company purchases or otherwise acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the such Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth day after the Shares Acquisition Date; or , (ii) the Close close of Business business on the tenth fifteenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Affiliate or Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Affiliate or Subsidiary of the Corporation or any entity holding Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of of, the intent intention of any Person (other than an Exempt Personthe Corporation, any Affiliate or Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Affiliate or Subsidiary of the Corporation or any entity holding shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20shares aggregating 25% or more of the Voting Power voting power of the then outstanding Common Shares equity securities of the Company Corporation, or (irrespective iii) the close of whether any shares are actually purchased pursuant business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such offertime as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of shares aggregating 25% or more of the voting power of the equity securities of the Corporation other than a transaction in which newly issued Class A Shares or Class B Shares, as the case may be, are issued directly by the Corporation to such Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for Class A Shares or Class B Shares, as the Common Shares case may be, registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Class A Shares of the Company or Class B Shares (including a transfer to the CompanyCorporation). As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage- prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Share so held. The Rights Agent will mail to any holder As of the Distribution Date, the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request thereforwill be evidenced solely by such Right Certificates. (cb) With respect to Common certificates for Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary thereof, and registered holders of RightsShares shall also be the registered holders of the associated Rights (regardless of whether such ownership is indicated on the share certificates). Until the earliest of the Distribution Date (or, if earlierDate, the Expiration Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Common Shares which are issued after the Record Date but prior to the earliest of the Company that Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such Shares shall also be deemed to be certificates for Rights. Certificates representing both Shares and Rights in accordance with this Section 3 which are issued executed and delivered (whether the Shares represented thereby are originally issued or from are presented for transfer) by the Company's treasuryCorporation (including, without limitation, certificates representing reacquired Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between Internet Security Systems, Inc. Capital Group Incorporated (the "Corporation") and SunTrust Bank, as Rights AgentThe First National Bank of Boston, dated as of July 18April 21, 2002 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is, was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights will holder, shall become null and void. With respect to such certificates containing Until the foregoing legendsDistribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, shall be evidenced by such the certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of representing the associated RightsShares alone (regardless of whether any such certificate contains the above legend), and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the Company event that the Corporation purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until On the earlier ofRecord Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. (ib) Until the Close of Business on the tenth day after the Shares Acquisition Date; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors Directors, upon approval by a majority of the Company prior to such time as any Person becomes an Acquiring PersonContinuing Directors) which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day after the date of the commencement by any Person person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which would result in any such Person, together with its Affiliates and Associates, becoming would be the Beneficial Owner of 2015% or more of the Voting Power any class of the then outstanding Common Shares shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c)) (1) by the certificates for the Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates for such Common Shares Stock outstanding as of the Company shall be deemed also to be certificates for such Rights other than for purposes Record Date, the Summary of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to and the extent that any record holders of such certificates for Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to Stock shall be the Common Shares, record holders of the Rights represented thereby and (y) the Rights (and the right to receive separate Rights Certificates) will each Right shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the underlying Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock shall constitute the surrender for transfer of the Company Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. (including a transfer c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock issued (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Sonic Corp., and ____________________________ (the "Rights Agent"), dated as of June 16, 1997, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Sonic Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Sonic Corp. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain ------------- circumstances as provided in Section 7(e) of the Rights ------------------------------------------------------- Agreement, Rights issued to or Beneficially Owned by Acquiring -------------------------------------------------------------- Persons or their Affiliates or Associates (as such terms are ------------------------------------------------------------ defined in the Rights Agreement) or any subsequent holder of such ----------------------------------------------------------------- Rights shall be null and void and may not be transferred to any --------------------------------------------------------------- Person. ------- (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first class, insuredclass mail, postage prepaid mailprepaid, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates a certificate in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share provided by Section 4 hereof (a "Rights Certificate"), so held, evidencing one Right (subject to adjustment as provided in this Agreementherein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will rights shall be evidenced solely by such Rights Certificates and will may be transferable separately from transferred by the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder transfer of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Datepermitted hereby, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for separately and apart from any transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued one or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record more shares of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented therebyStock. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the first public announcement (which for this purpose shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such(or if such announcement occurs before the Record Date, the Close of Business on the tenth day after the Shares Acquisition Record Date); or provided, however, that if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a), then no such Distribution Date shall be deemed to have occurred; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 2015% or more of the Voting Power of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such events described in clauses (i) and (ii) being referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)) (1) by the certificates for the Common Shares or the Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock, as the case may be, registered in the names of the holders thereof (which certificates for such Common Shares of the Company or the Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock, as the case may be, shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights Certificates) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common SharesCertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company or the Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mail, to each record holder of Common Shares Shares, Series D Preferred Stock, Series E Preferred Stock and Series G Preferred Stock, as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share and an appropriate number of Rights for each share of Series D Preferred Stock, Series E Preferred Stock and Series G Preferred Stock (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the Company, the Series D Preferred Stock, Series E Preferred Stock and Series G Preferred Stock. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of attached hereto as Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company and Series D Preferred Stock and Series E Preferred Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company Company, Series D Preferred Stock and Series E Preferred Stock outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company or the Series D Preferred Stock or Series E Preferred Stock, as the case may be, registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company or Series D Preferred Stock or Series E Preferred Stock (including pursuant to the conversion of such Series D Preferred Stock or Series E Preferred Stock into Common Shares of the Company) outstanding on the Record Date Date, with or without a copy of the Summary of Rights, also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company, Series D Preferred Stock or Series E Preferred Stock represented thereby; it being agreed that in the case of the conversion of such Series D Preferred Stockor Series E Preferred Stock into Common Shares of the Company, in accordance with this Agreement there shall be issued one Right with respect to each Common Share that shall be issued upon such conversion (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p)). (d) Rights shall be issued in respect of all Common Shares of the Company that or Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock (including upon the exercise of conversion rights (including pursuant to the conversion of the Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock into Common Shares), exchange rights, rights (other than the Rights), warrants or options, or otherwise) which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares Shares, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security SystemsZ-Tel Technologies, Inc. and SunTrust BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of July 18February 19, 2002 2001, as amended (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security SystemsZ-Tel Technologies, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security SystemsZ-Tel Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement), ) or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company Company, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock represented by such certificates, as the case may be, shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record of Common Shares of the Company Company, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock, as the case may be, also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company Company, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock represented thereby. (e) . If the Company purchases or acquires any Common Shares of the Company Company, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock (including pursuant to the conversion of the Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock into Common Shares) after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Shares, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that Company, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock which are no longer outstanding; it being agreed that in the case of the conversion of the Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock into Common Shares, in accordance with this Agreement there shall be issued one Right with respect to each Common Share that shall be issued upon such conversion (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p)).

Issuance of Rights Certificates. (a) Until On the earlier ofRecord Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. (ib) Until the Close of Business on the tenth day after the Shares Acquisition Date; or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors Directors, upon approval by a majority of the Company prior to such time as any Person becomes an Acquiring PersonContinuing Directors) which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day after the date of the commencement by any Person person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which would result in any such Person, together with its Affiliates and Associates, becoming would be the Beneficial Owner of 2015% or more of the Voting Power any class of the then outstanding Common Shares shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c)) (1) by the certificates for the Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates for such Common Shares Stock outstanding as of the Company shall be deemed also to be certificates for such Rights other than for purposes Record Date, the Summary of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to and the extent that any record holders of such certificates for Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to Stock shall be the Common Shares, record holders of the Rights represented thereby and (y) the Rights (and the right to receive separate Rights Certificates) will each Right shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the underlying Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock shall constitute the surrender for transfer of the Company Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. (including a transfer c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock issued (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Sonic Corp., and ____________________________ (the "Rights Agent"), dated as of June 16, 1997, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Sonic Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Sonic Corp. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person. (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first class, insuredclass mail, postage prepaid mailprepaid, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more rights certificates a certificate in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share provided by Section 4 hereof (a "Rights Certificate"), so held, evidencing one Right (subject to adjustment as provided in this Agreementherein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will rights shall be evidenced solely by such Rights Certificates and will may be transferable separately from transferred by the Common Shares of the Company. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, substantially in the form of Exhibit C attached hereto ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder transfer of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Datepermitted hereby, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by certificates for Common Shares of the Company registered in the names of the holders thereof together with a Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for separately and apart from any transfer of any certificate for Common Shares of the Company outstanding on the Record Date also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Company. (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued one or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Internet Security Systems, Inc. and SunTrust Bank, as Rights Agent, dated as of July 18, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, held by or Beneficially Owned by Acquiring Persons, their Associates or Affiliates (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legends, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone and holders of record more shares of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented therebyStock. (e) If the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth 10th day after the Shares Acquisition Date (or, if the 10th day after the Shares Acquisition Date occurs before the Record Date; or , the Close of Business on the Record Date), (ii) the Close of Business on the tenth 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent on behalf of any Person (other than an Exempt Person) to commence, of a tender offer or exchange offer, if such tender offer or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more has not commenced as of the Voting Power date hereof, and upon consummation thereof, such Person would become an Acquiring Person and (iii) immediately prior to the acceptance for payment of the then outstanding Common Shares of the Company (irrespective of whether any shares are actually purchased tendered pursuant to any tender offer or exchange offer commenced by or on behalf of any Person (other than an Exempt Person) prior to, and pending as of, the date hereof, if upon consummation thereof, such offer) Person would become an Acquiring Person (the earlier earliest of such events described in clauses (i), (ii) and (iiiii) being herein referred to in this Agreement as the "“Distribution Date"”), , (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for such Common Shares of the Company shall be deemed also to be certificates for Rights) or by the current ownership statements issued with respect to uncertificated Common Shares in lieu of such Rights other than certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to certificates, and the extent that any registered holders of the Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to shall also be the Common Sharesregistered holders of the associated Rights, and (yB) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first class, insured, postage prepaid mailin accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date, as shown by the records Date (other than an Acquiring Person or any Associate or Affiliate of the Company, at the address of such holder shown on such recordsan Acquiring Person), one or more rights certificates certificates, in substantially the form of Exhibit B heretohereto (the “Rights Certificates”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. In the event that an adjustment in this Agreementthe number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of attached hereto as Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyDate in accordance with Section 26 hereof. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the earlier of the Distribution Date (or, if earlier, and the Expiration Date or the Final Expiration Date), the Rights associated with such Common Shares will be evidenced by certificates the certificate or Ownership Statement for such Common Shares of the Company registered in the names of the holders thereof thereof, in each case together with a the Summary of Rights. Until the earlier of the Distribution Date (or, if earlier, and the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate or Ownership Statement for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyevidenced by such certificate or Ownership Statement. (dc) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or and, to the Final Expiration Date. Until extent provided in Section 22 hereof, in respect of Common Shares issued after the Distribution Date, certificates representing . Certificates and Ownership Statements evidencing such Common Shares also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in a the Rights Agreement between Internet Security SystemsTransatlantic Holdings, Inc. (the “Company”) and SunTrust Bank, as the Rights Agent, Agent thereunder dated as of July 1827, 2002 2011 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. Internet Security Systems, Inc. The Company will mail to the registered holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued tobeneficially owned by any Person who is, held by was, or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently beneficially owned by or on behalf of such Person or by any subsequent holder of such Rights will beneficial owner, may become null and void. With respect to such certificates or Ownership Statements containing the foregoing legendslegend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date evidenced by such certificates or the Distribution Date, Ownership Statements shall be evidenced by such certificates or Ownership Statements alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rights, and the surrender for transfer of any such certificate or Ownership Statement for Common Shares shall also constitute the surrender for transfer of the Rights associated with the Common Shares of evidenced by such certificate or Ownership Statement. In the Company represented thereby. (e) If event the Company purchases or otherwise acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the such Common Shares of the Company that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 35% or more of the Voting Power of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company or the transfer agent or registrar for the Common Shares, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a “Rights Certificate”), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from Certificates. The Company shall promptly notify the Common Shares Rights Agent in writing upon the occurrence of the CompanyDistribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company that are issued this Section 3 (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement Agreement, as amended, between Internet Security Systems, Inc. Nanophase Technologies Corporation and SunTrust BankMellon Investor Services LLC, as Rights Agent, dated as of July 18October 28, 2002 1998 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Nanophase Technologies Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Nanophase Technologies Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth day Business Day after the Shares Share Acquisition Date (or, if the tenth Business Day after the Share Acquisition Date occurs before the Record Date; or , the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement that an offer by any Person (other than an Exempt Person) ofthe Company, or any Subsidiary of the first public announcement of the intent of Company, any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, becoming the Beneficial Owner of 20% or more of the Voting Power of the then outstanding Common Shares employee benefit plan of the Company (irrespective or of whether any shares are actually purchased Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such offerplan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of such events described in clauses (i) and (ii) being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) and (c) of this Section 3(c)) (13) by the certificates for the Common Ordinary Shares registered in the names of the holders thereof of the Ordinary Shares (which certificates for such Common Ordinary Shares of the Company shall be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry form, by such book entry with respect to the Common Sharescertificates, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Ordinary Shares of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, but subject to the Company will prepare and executefollowing sentence, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record registered holder of Common the Ordinary Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsin the register of members of the Company, one or more rights certificates certificates, in substantially the form of Exhibit B heretoA hereto (the “Rights Certificate(s)”), evidencing one Right for each Common Ordinary Share (a "Rights Certificate"), so held, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in this Agreementits sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be void under Section 7(e) hereof. In the event that an adjustment in the number of Rights per Ordinary Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments so that Rights Certificates representing only whole numbers of Rights are distributed (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially in the form of Exhibit C attached hereto as Exhibit B ("the “Summary of Rights"), by first-class, postage prepaid mail, ”) to each record any holder of Common Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Ordinary Shares of the Company outstanding as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail or issued subsequent to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to Common Shares of the Company outstanding as of the Close of Business on the Record Date, unless and until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date)shall occur, the Rights will be evidenced by such certificates for Common the Ordinary Shares (or in the absence of certificates, by notations in the register of members) and the registered holders of the Company Ordinary Shares shall also be the registered in the names holders of the holders thereof together with a Summary of associated Rights. Until the earlier of the Distribution Date (or, if earlieror the Expiration Date, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Ordinary Shares in respect of the Company outstanding on the Record Date which Rights have been issued shall also shall constitute the surrender for transfer of the Rights associated with such Ordinary Shares. Notwithstanding anything to the Common contrary set forth in this Agreement, upon the effectiveness of a termination pursuant to Section 23 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any Ordinary Shares of the Company(including any Ordinary Shares issued pursuant to an exchange) at any time thereafter. (dc) Rights shall be issued in respect of all Common Ordinary Shares of the Company that which are issued (whether originally issued or from transferred to third parties by wholly owned Subsidiaries of the Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. Until the Distribution Date, certificates Certificates representing Common such Ordinary Shares shall also shall be deemed to be certificates for the associated Rights, and shall have impressed on, printed on, written on or otherwise affixed to them substantially bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement (as originally executed and as it may be amended from time to time) between Internet Security Systems, Inc. IFM Investments Limited (the “Company”) and SunTrust Bank, as the Rights Agent thereunder (the “Rights Agent, ”) dated as of July 18November 17, 2002 2010 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of Internet Security Systems, Inc. the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt by it of a written request therefor. Under certain circumstances as provided set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is, was or Beneficially Owned by becomes an Acquiring Persons, their Associates Person or Affiliates any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights will holder, may become null and void. With respect to such certificates containing the foregoing legendslegend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Ordinary Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and registered holders of record of Common Ordinary Shares of the Company shall also shall be the registered holders of record of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the surrender for transfer of the Rights associated with the Common Ordinary Shares represented by such certificates. In the event that Ordinary Shares are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the register of the Company represented therebymembers reflecting ownership of such shares. (ed) If Notwithstanding anything to the contrary in this Agreement, the Company purchases or acquires will cause any Common transfer agent for the Ordinary Shares of to cooperate with the Company after Rights Agent and to supply the Record Date but prior to the Distribution Date, any Rights associated Agent with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled information as it reasonably requests in order for it to exercise any Rights associated with the Common Shares of the Company that are no longer outstandingfulfill its responsibilities under this Agreement.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Common Shares aggregating 15% or more of the Voting Power of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, sendsend at the expense of the Company) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretohereto (a "Rights Certificate"), evidencing one Right for each Common Share (a "Rights Certificate"), so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from the Common Shares of the CompanyCertificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares of the Companyrepresented thereby. (dc) Rights shall be issued in respect of all Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company that are issued this Section 3 (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security Systems, Inc. Walbro Corporation and SunTrust Bank, as Rights Agent, Harrxx Xxxst and Savings Bank dated as of July 18June 30, 2002 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Walbro Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Walbro Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, charge after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (all as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. (e) If . In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Acquisition Date; or Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any person or entity organized, appointed or established by the Company for, or pursuant to the terms of, any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person, together with its Affiliates and Associates, Person becoming the Beneficial Owner of 20Class A Common Shares aggregating 15% or more of the Voting Power of the then then-outstanding Common Shares including any such date which is after the date of this Agreement and prior to the issuance of the Company (irrespective of whether any shares are actually purchased pursuant to such offer) (Rights; the earlier of such events described in clauses (i) and (ii) dates being herein referred to in this Agreement as the "“Distribution Date"”), , (x) the Rights will be evidenced (subject to the provisions of Section 3(c)3(b) (1hereof) by the certificates for the Common Shares registered in the names of the holders thereof (which certificates for such Common Shares of the Company shall also be deemed also to be certificates for such Rights other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Rights CertificatesRights) and not by separate Rights Certificates or (2) to the extent that any Common Shares are not evidenced by certificates but are rather recorded in book entry formcertificates, by such book entry with respect to the Common Shares, and (y) the Rights (and the right to receive separate Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares and (z) each transfer of the Company Common Shares (including a transfer to the Company)) shall constitute a transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all information necessary for distribution of the Rights Certificates, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more rights certificates a Rights Certificate, in substantially the form of Exhibit B heretoExhibits B-1 and B-2 hereto (a “Rights Certificate”), evidencing one Class A Right for each Class A Common Share (a "Rights Certificate"), so held and one Class B Right for each Class B Common Share so held, subject to adjustment as provided in this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and will be transferable separately from Certificates. The Company shall promptly notify the Common Shares Rights Agent in writing upon the occurrence of the Company. (b) As promptly as practicable following Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially in the form of Exhibit C attached hereto ("the “Summary of Rights"”), by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Rights Certificate a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. (c) With respect to certificates for Common Shares of the Company outstanding as of the Close of Business on the Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the Expiration earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also shall constitute the surrender for transfer of the Rights associated with the Common Shares represented thereby. Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this Section 3 (c) and Class A Common Shares that are converted from Class B Common Shares (the “Converted Class A Common Shares”) pursuant to the Company. ’s Certificate of Incorporation (d) Rights shall be issued in respect of all Common Shares of the Company that are issued (whether originally issued or from the Company's treasury“Charter”)) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates representing Common Shares also shall be deemed to be certificates for the associated Rights, and Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Internet Security Systems, Inc. Zebra Technologies Corporation and SunTrust Bank, as Rights Agent, Mellon Investor Services LLC dated as of July 18March 14, 2002 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Internet Security Systems, Inc. Zebra Technologies Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Internet Security Systems, Inc. Zebra Technologies Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, after receipt by it of a written request therefor. Under certain circumstances as provided As described in the Rights Agreement, Rights issued to, held by to any Person who becomes an Acquiring Person or Beneficially Owned by Acquiring Persons, their Associates any Associate or Affiliates Affiliate thereof (as such terms are defined in the Rights Agreement), or any subsequent holder of such Rights will ) shall become null and void. With respect to such certificates containing the foregoing legendslegend, until the Distribution Date, the Rights associated with the Common Shares of the Company shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, represented by such certificates shall be evidenced by such certificates alone and holders of record of Common Shares of the Company also shall be the holders of record of the associated Rightsalone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares of represented thereby. In the event that the Company represented thereby. (e) If the Company purchases purchases. acquires or acquires converts into other securities any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.