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ORGANIC, INC.
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement, dated April 16,
2001, hereby amends that certain Rights Agreement, entered into as of February
9, 2000 (the "Original Rights Agreement"), by and between Organic, Inc., a
Delaware corporation (the "Company"), and EquiServe Trust Company, a Delaware
corporation ("Rights Agent") as follows:
1. In order to accelerate the Expiration Date of the Rights, Section 7(a)
of the Original Rights Agreement shall be amended and restated as
follows:
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) Prior to the earlier of (i) the Close of Business on April 16, 2001 (the
"Final Expiration Date"), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof and (iii) the time at which the Rights are
exchanged as provided in Section 34 hereof (the earlier of (i), (ii) and
(iii) being the "Expiration Date"), the registered holder of any Rights
Certificate may, subject to the provisions of Sections 7(e) and 9(c) hereof,
exercise the Rights evidenced thereby, in whole or in part, at any time
after the Distribution Date upon surrender of the Rights Certificate, with
the form of election to purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the aggregate Purchase
Price (as hereinafter defined) for the number of Units of Preferred Stock
(or, following a Triggering Event, other securities, cash or other assets,
as the case may be) for which such surrendered Rights are then exercisable.
2. The remaining provisions of the Original Rights Agreement shall remain
unchanged.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed, all as of the date first above written.
ORGANIC, INC.
By: /s/ Xxxxxxxx Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx Xxxxx Name: Xxxx Xxxxxxx
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Title: VP, Chief Legal Officer, Title: Chief Executive Officer
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Secretary
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EQUISERVE TRUST COMPANY, N.A.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxx
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Title: Director Title: Account Manager
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