Common use of SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK Clause in Contracts

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1, 2001, the Board of Directors of Yahoo! Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20, 2001 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 per share (the "Series A Preferred Stock") at a Purchase Price of $250 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1August 20, 20012009, the Board of Directors of Yahoo! Iteris, Inc. (the "“Company"”) declared a dividend distribution of one Right preferred stock purchase right (a “Right”) for each outstanding share of common stock, $0.10 par value, of the Company (the “Common Stock Stock”). The distribution is payable to the stockholders of record at the close as of business on March 20September 3, 2001 2009 (the "“Record Date"”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of the Company’s Series A Junior Participating Preferred Stock, par value $.001 per share Stock (the "Series A “Preferred Stock"”) at a Purchase Price price of $250 7.00 per Unitone one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated August 20, 2009 (the "“Rights Agreement") ”), between the Company and EquiServe Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”). InitiallyA copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated August 21, 2009. Copies of the Rights Agreement are available free of charge from the Rights Agent, Computershare Trust Company, N.A. The following summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. Until the Close of Business (as defined in the Rights Agreement) on the Distribution Date, the Rights will be attached evidenced, with respect to all any of the Common Stock certificates representing shares then outstandingoutstanding as of the Record Date, by such Common Stock certificate and no separate Rights Certificates this Summary of Rights. The “Distribution Date” will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon tenth day following the earlier of (i) 10 business days following a public announcement that that, or (ii) a determination by a majority of the Company’s Board of Directors that, a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired “beneficial ownership ownership” (as defined in the Rights Agreement) of fifteen percent (15% %) or more of the outstanding shares of the Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms Stock. For purposes of the Rights Agreement described Agreement, “beneficial ownership” includes not only the right to vote or dispose of shares of the Company’s Common Stock, but also rights related to derivative transactions or derivative securities which grant to the holder thereof the economic equivalent of ownership of an amount of shares of Company Common Stock (whether or not such derivative (i) conveys voting rights in this clause the Company Common Stock or (ii) may be made at any time during settled through delivery of shares of Company Common Stock, and whether or not the Special Period economic effect of such derivative has been hedged). The Rights Agreement provides that, until the Distribution Date (as defined belowor earlier redemption or expiration of the Rights)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in , the Rights Agreement as (x) a merger, consolidation or similar transaction involving will be transferable only in connection with the Company or any of its Subsidiaries as a result of which stockholders transfer of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstandingStock. Until the Distribution DateDate (or earlier redemption or expiration of the Rights), (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date Date, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iii) or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for of the Common Stock certificates outstanding as of the Record Date, with or without a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after following the Distribution Date, separate certificates evidencing the Rights Certificates (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close Close of business Business on the Distribution Date and, thereafter, the and such separate Rights Right Certificates alone will represent evidence the Rights. Except as otherwise determined The Rights are not exercisable until the Distribution Date. The Rights will expire at 5:00 p.m. (Eastern time) on August 20, 2019 (the “Expiration Date”), unless the Expiration Date is extended or unless earlier redeemed or exchanged by the Board Company, in each case as described below. If any person or group of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person affiliated or associated persons becomes an Acquiring Person, except pursuant proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to an offer for all outstanding receive upon exercise that number of shares of Common Stock which having a market value of two times the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of Purchase Price. If the Company and its stockholders, after receiving advice from one is acquired in a merger or other business combination transaction or 50% or more investment banking firms (of its assets or earning power are sold after a "Qualified Offer")person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercisethe exercise thereof at the Purchase Price, Common Stock (or, in certain circumstances, cash, property or other securities that number of shares of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common senior voting stock of the acquiring company having that, at the time of such transaction, would have a market value equal to of two times the exercise Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the RightPreferred Stock on the last trading date prior to the date of exercise. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) % or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which that will have become void), ) in whole or in part, at an exchange ratio of one share of Common StockStock (or, if there is an insufficient number of issued but not outstanding or authorized but unissued shares of Common Stock to permit such exchange, then one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), Stock) per Right (subject to adjustment). At any time until ten business days following prior to 5:00 p.m. Eastern time on the Stock Acquisition earlier of (i) the Distribution Date and (ii) the Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors“Redemption Price”). Immediately upon the action of the Board of Directors ordering redemption of the Company to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding Redemption Price, or the foregoing paragraphshares of Common Stock or Preferred Stock exchangeable for the Rights, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transactionapplicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution Each share of Preferred Stock purchasable upon exercise of the Rights will not be taxable to stockholders or have a preferential quarterly dividend rate equal to the Company, stockholders may, depending upon greater of One Dollar ($1.00) per share or One Thousand (1,000) times the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) dividend declared on one share of the Company or for common stock of the acquiring company or in Common Stock. In the event of liquidation, the redemption holders of the Preferred Stock will receive a preferential liquidation payment of One Thousand Dollars ($1,000.00) per share, but will be entitled to receive an aggregate liquidation payment equal to One Thousand (1,000) times the payment made on one share of Common Stock. Each share of Preferred Stock will have One Thousand (1,000) votes voting together with the Common Stock. The Rights are also protected by customary anti-dilution provisions as set forth abovemore fully described in the Rights Agreement. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right (subject to adjustment) should approximate the value of one share of Common Stock. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board of Directors in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of RightsRights (excluding the interests of an Acquiring Person or certain related parties), or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1December 2, 20012005, the Board of Directors of Yahoo! Inc. General Maritime Corporation (the "“Company"”) declared a dividend distribution authorized the issuance of one Right preferred share purchase right (a “Right”) for each outstanding share of Company common stock, par value $.01 per share (the “Common Stock Stock”), of the Company. The distribution is payable to stockholders the shareholders of record at the close of business on March 20December 7, 2001 2005 (the "“Record Date"”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (of a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 .01 per share share, of the Company (the "Series A “Preferred Stock"”) at a Purchase Price an exercise price of $250 175.00 per Unitone one-hundredth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights Rights, and certain defined terms used herein, are set forth in a Rights Agreement (the "“Rights Agreement"”) between the Company and EquiServe Trust CompanyMellon Investor Services LLC as Rights Agent (the “Rights Agent”), N.A.dated as of August 31, 2006, as Rights Agentmay be amended from time to time. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon Until the earlier to occur of (i) 10 the expiration of the Company’s redemption rights on the tenth business days following a day after the date of public announcement disclosure that a person or group of other than certain Exempt Persons (an “Acquiring Person”), together with persons affiliated or associated persons with such Acquiring Person (other than those that are Exempt Persons), has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the “Stock Acquisition Date”), (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an "Acquiring Person") has acquired intention to commence a tender offer by a person other than an Exempt Person if, upon consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition earlier of such dates being called the “Distribution Date"”) or and (iiiii) 10 business days (or such later the first date as the Board shall determine, provided, however, that no deferral of on which a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period Business Combination (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a mergerdeemed to occur, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with such the Common Stock certificatesStock. Until the Distribution Date (or earlier redemption, (ii) exchange or expiration of the Rights), new Common Stock certificates issued after the Record Date December 7, 2005, upon transfer or new issuance of shares of Common Stock, will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iiior earlier redemption, exchange or expiration of the Rights) the surrender for transfer of any certificates certificate for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after following the Distribution Date, separate certificates evidencing the Rights Certificates (“Rights Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date andDate, thereafter, the and such separate Rights Certificates alone will represent evidence the Rights. Except as otherwise determined The Rights will first become exercisable on the later to occur of the Stock Acquisition Date and the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on December 5, 2010 (the “Expiration Date”), unless earlier redeemed or exchanged by the Board Company as described below. The Purchase Price payable, and the number of Directorsshares of Preferred Stock or other securities, only cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the Distribution Date will be issued with Rightsdate of exercise. In the event that a Person becomes there is public disclosure that an Acquiring PersonPerson has become such, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to proper provision would be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), made so that each holder of a Right Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will after the later to occur of the Stock Acquisition Date and the Distribution Date have the right to receive, receive upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities exercise that number of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth shares of Common Stock (or other considerationsecurities) having at the time of such transaction a market value of two times the Purchase Price of the Right. In addition, as noted abovethe Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for $200. Assuming that the Common Stock had a per share value an equal number of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200in the manner described in the Rights Agreement. In the event that, at any time following the Stock Acquisition Datepublic disclosure that an Acquiring Person has become such, (i) the Company engages is involved in a merger or other business combination transaction in which where the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and where the Common Stock of the Company is changed or exchanged, exchanged or (iii) in a transaction or transactions as a result of which 50% or more of the Company's assets, cash flow its consolidated assets or earning power is sold or transferredare sold, proper provision would be made so that each holder of a Right (except Rights which have previously been voided as set forth aboveother than such Acquiring Person and certain related persons or transferees) (a “Business Combination”) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price thereof at the then current Purchase Price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group , that number of fifty percent (50%) or more shares of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event Company, as the case may be, which at the time of such transaction would have a market value of two times the Purchase Price of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by referenceRight.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1May 7, 20012002, the Board of Directors of Yahoo! O'Reilly Automotive, Inc. (the xxx "CompanyXxxpany") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20May 31, 2001 2002 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 .01 per share (the "Series A Preferred Stock") at a Purchase Price of $250 160 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust CompanyUMB Bank, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which Certain existing stockholders of the Company will no longer own a majority are excluded from the definition of "Acquiring Person" and the triggering provisions of the outstanding Rights Agreement unless they acquire beneficial ownership of additional shares of Common Stock of common stock in amounts and under certain circumstances described in the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstandingRights Agreement. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California New York City time) on March 1May 30, 20112012, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 160 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 320 worth of Common Stock (or other consideration, as noted above) for $200160. Assuming that the Common Stock had a per share value of $40 32 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200160. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 .01 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A dated , 2002. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March June 1, 2001, the Board of Directors of Yahoo! Inc. NET PERCEPTIONS, INC. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20June 14, 2001 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 .0001 per share (the "Series A Preferred Stock") at a Purchase Price of $250 15 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust CompanyWells Fargo Bank Minnesota, N.A., as xx Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock after June 1, 2001 (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California New York City time) on March 1June 14, 2011, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the If there were to be a Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date andDate, thereafter, and thereafter the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate to and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 15 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 30 worth of Common Stock (or other consideration, as noted above) for $20015. Assuming that the Common Stock had a per share value of $40 1 at such time, the holder of each valid Right would be entitled to purchase 10 30 shares of Common Stock for $20015. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 .01 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. K dated June 6, 2001. A copy of the Rights Agreement is available free of charge from the Rights AgentAgent or the Secretary of the Company including by means of internet posting or other electronic distribution. In addition, the Securities and Exchange Commission maintains a web site (http://www.sec.gov) that contaixx xxx Xxxxxxx'x Xorm 8-K dated June 6, 2001 and other information regarding the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1July 5, 20012005, the Board of Directors of Yahoo! Inc. (the "“Board”) of Capstone Turbine Corporation, (the “Company"”) declared authorized a dividend distribution of one Right for each authorized and outstanding share of common stock, par value $0.001 per share (the “Common Stock”), of the Company Common Stock to stockholders of record at the close of business on March 20July 18, 2001 2005 (the "“Record Date"”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (a "“Unit"”) of Series A Junior Participating Preferred Stock, par value $.001 0.001 per share (the "“Series A Preferred Stock"”) at a Purchase Price of $250 10.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, as amended (the "“Rights Agreement"”) between the Company and EquiServe Trust CompanyComputershare Inc., N.A.successor in interest to Mellon Investor Services LLC, as Rights Agent. Terms used but not defined in this summary have the meanings ascribed to them in the Rights Agreement. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired subject to certain exceptions acquired, or obtained the right to acquire, beneficial ownership of 1520% or more of the outstanding shares of Common Stock (the “Stock Acquisition Date”), other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1stockholders, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation beneficially owning 20% or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority more of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstandingStock. Until the Distribution Date, (i) the Rights will be evidenced represented by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, the close of business on the 30th day after the Company’s 2017 annual meeting of stockholders unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described belowbelow (including by virtue of the “sunset provision”). As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of DirectorsBoard, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, in lieu of the fractional shares of Series A Preferred Stock, that number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 10.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 20.00 worth of Common Stock (or other consideration, as noted above) for $20010.00. Assuming that the Common Stock had a per share value of $40 1.00 at such time, the holder of each valid Right would be entitled to purchase 10 twenty shares of Common Stock for $20010.00. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer)corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's ’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "“Triggering Events." ” At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth hundredth of a share of Series A Preferred Stock (or of a share of a class or series of the Company's ’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 0.0001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of DirectorsBoard). Immediately upon the action of the Board of Directors ordering authorizing redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 0.0001 redemption price. Notwithstanding The Rights Agreement further provides that in the foregoing paragraph, for 180 days event the Company receives a Qualifying Offer (the "Special Period") following a change in control of the Board of Directors that has not been approved by terminated prior thereto and which continues to be a Qualifying Offer), stockholders representing at least 10% of the shares of Common Stock then outstanding may request that the Board call a special meeting of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right stockholders to vote or to receive dividends. While exempt the distribution of Qualifying Offer from the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions operation of the Rights Agreement may be amended by not earlier than 90, nor later than 120, business days following the commencement of such offer. The Board of Directors prior must then call and hold such a meeting to vote on exempting such offer from the Distribution Date. After the Distribution Date, the provisions terms of the Rights Agreement within the 90th business day following receipt of the stockholder demand for the meeting; provided that such period may be amended extended if, prior to the vote, the Company enters into an agreement (that is conditioned on the approval by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rightsnot less than a majority of the outstanding shares of Common Stock) with respect to a merger, recapitalization, share exchange, or a similar transaction involving the Company or the direct or indirect acquisition of more than 50% of the Company’s consolidated total assets (a “Definitive Acquisition Agreement”), until the time of the meeting at which the stockholders will be asked to shorten or lengthen any time period under vote on the Rights Definitive Acquisition Agreement. The foregoing notwithstandingIf no Acquiring Person has emerged, no amendment may the offer continues to be made to a Qualifying Offer and stockholders representing at least a majority of the shares of Common Stock represented at the meeting at which a quorum is present vote in favor of redeeming the rights, then such Qualifying Offer shall be deemed exempt from the Rights Agreement during on the Special Period or at a time when date that the vote results are certified. If no Acquiring Person has emerged and no special meeting is held by the date required, the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in will be redeemed at the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy close of business on the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by referencetenth business day following that date.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1February 27, 20012004, the Board of Directors of Yahoo! AngioDynamics, Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20May 26, 2001 2004 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one oneten-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 0.01 per share (the "Series A Preferred Stock") at a Purchase Price of $250 78.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Registrar and Transfer Company, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (20%, in the case of certain institutional investors) other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California New York City time) on March 1May 26, 20112014, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 75.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 150.00 worth of Common Stock (or other consideration, as noted above) for $20075.00. Assuming that the Common Stock had a per share value of $40 25.00 at such time, the holder of each valid Right would be entitled to purchase 10 6 shares of Common Stock for $20075.00. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer)corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one oneten-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). The aggregate redemption price otherwise payable to a beneficial holder of Rights shall be rounded to the nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1August 15, 20011995, the Board of Directors of Yahoo! Inc. Investors Financial Services Corp. (the "Company") declared a dividend distribution of one Right preferred stock purchase right (a "Right") for each outstanding share of Company the Company's Common Stock and Class A Stock (collectively referred to as the "Common Stock") to stockholders of record at the close of business on March 20the day preceding the date on which the Company acquires all the issued and outstanding capital stock of Investors Bank & Trust Company in exchange for Common Stock, 2001 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, $.01 par value $.001 per share (the "Series A Preferred Stock") ), at a Purchase Price purchase price of $250 75 per UnitUnit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (Agreement, dated September 25, 1995 ( the "Rights Agreement") between the Company and EquiServe First Chicago Trust Company, N.A.Company of New York, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement by the Company or any Person that a person such Person or group of affiliated or associated persons Persons, other than the Company, any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of the Company's benefit plan (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of more than 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or ), (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would may result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in group, other than the Rights Agreement as (x) a mergerCompany, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of such transaction)plan, (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing beneficially owning 15% or more of the such outstanding shares of Common Stock then outstandingStock, or (iii) 10 business days following an Adverse Person Event (as defined below). Until the Distribution DateDate (or earlier redemption or expiration of the Rights), (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding outstanding, even without such notation, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights may be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the Close of Business on March 1August 15, 20112005, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights Certificates ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the such separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of DirectorsDirectors and except in connection with shares of Common Stock issued upon the exercise of employee stock options, issuances under other employee stock benefit plans or upon the conversion of convertible securities issued hereafter, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In If at any time following the event that Distribution Date, (i) the Company is the surviving corporation in a merger with an Acquiring Person and its Common Stock is not changed or exchanged, (ii) 10 business days after a Person becomes an Acquiring Person, or group of affiliated or associated Persons other than the Company or its affiliates and associates acquires beneficial ownership of 20% of the outstanding Common Stock of the Company (except pursuant to an offer for all outstanding shares of Common Stock which the independent directors Independent Directors determine to be fair to, and not inadequate and to otherwise be in the best interests of, the Company and its stockholders), (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the Rights Agreement, (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (E.G., a reverse stock split), or (v) 10 business days after the Continuing Directors (as defined below) of the Company shall declare any Person to be an Adverse Person, upon a determination that such Person, alone or together with its affiliates and associates, has become the Beneficial Owner of an amount of Common Stock which the Continuing Directors determine to be substantial (which amount shall in no event be less than 10% of the shares of Common Stock then outstanding) and a majority of the Continuing Directors (with the concurrence of a majority of the Independent Directors (as defined below)) determines, after reasonable inquiry and investigation, including consultation with such persons as such directors shall deem appropriate, that (a) such beneficial ownership by such person is intended to cause the Company to repurchase the Common Stock beneficially owned by such person or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such person with short-term financial gain under circumstances where such directors determine that the best long-term interests of the Company and its stockholdersstockholders would not be served by taking such action or entering into such transaction or series of transactions at that time or (b) such beneficial ownership is causing or is reasonably likely to cause a material adverse impact on the business or prospect of the Company (including, after receiving advice from one but not limited to, impairment of relationships with customers, impairment of the Company's ability to maintain its competitive position or more investment banking firms (a impairment of the Company's business reputation or ability to deal with government agencies or meet regulatory requirements an "Qualified OfferAdverse Person Event")) Then, each holder of a Right will thereafter have the right to receive, upon exercise, that number of shares of Common Stock (referring here to Common Stock alone not Common and Class A Stock) (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times which equals the exercise price of the RightRight divided by 50% of the current market price (as defined in the Rights Agreement) of the Common Stock at the date of the occurrence of the event. However, Rights are not exercisable following the occurrence of any of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. Notwithstanding any of the foregoing, following the occurrence of any of the event events set forth in this the above paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any an Acquiring Person or an Adverse Person will be null and void. However, Rights are not exercisable following the occurrence of the event The events set forth in the above until such time paragraph are referred to as the Rights are no longer redeemable by the Company as set forth below. "Section 11(a)(ii) Events." For example, at an exercise price of $200 75.00 per Right, each Right not owned by an Acquiring Person or an Adverse Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 150.00 worth of Common Stock (or other consideration, as noted above) for $20075.00. Assuming that the Common Stock had has a per share value of $40 30 at such time, the holder of each valid Right would be entitled to purchase 10 5 shares of Common Stock for $20075.00. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with a merger which follows an entity which acquired offer determined by the shares pursuant Board of Directors to a Qualified Offer), be fair as described in clause (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchangedsecond preceding paragraph), or (iiiii) more than 50% or more of the Company's assets, cash flow assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, that number of shares of common stock of the acquiring company having a value equal to two times which equals the exercise price of the RightRight divided by one-half of the current market price (as defined in the Rights Agreement) of such common stock at the date of the occurrence of the event. The events set forth in this paragraph and in the second third preceding paragraph are referred to as the "Triggering Events." At any time after the occurrence of a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%Section 11(a)(ii) or more Event, a majority of the outstanding Common Stock, the Board Continuing Directors may exchange the Rights (other than Rights owned by such person an Acquiring Person or group Adverse Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Common Stock Equivalent (or of a share of a class or series of as defined in the Company's preferred stock having equivalent rights, preferences and privilegesRights Agreement), per Right (subject to adjustment). At any The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until ten business days following cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock Acquisition Dateon the last trading date prior to the date of exercise. In general, the Company may redeem the Rights in whole, but not in part, at any time until ten days following the Stock Acquisition Date, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. The Company may not redeem the Rights if the Continuing Directors have previously declared a person to be an Adverse Person. After the redemption period has expired, the Company's right of redemption may be reinstated if either (i) an Acquiring Person reduces its beneficial ownership to less than 15% of the outstanding shares of Common Stock in a transaction or a series of transactions not involving the Company, or (ii) the Board of Directors approves the merger of the Company with, or acquisition of the Company by, a Person unrelated to the Acquiring Person. Immediately upon the action of the Board of Directors ordering redemption of the Rights, with, where required, the concurrence of the Continuing Directors, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 .01 per Right redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1September 22, 20011999, the Board of Directors of Yahoo! Whole Foods Market, Inc. (the "“Company"”) declared a dividend distribution of one Right right to purchase preferred stock (“Right”) for each outstanding share of Company the Company’s Common Stock Stock, with no par value (“Common Stock”), to stockholders shareholders of record at the close of business on March 20October 4, 2001 (the "Record Date")1999. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit"“Fractional Share”) of Series A Junior Participating Preferred Stock, par value $.001 .01 per share (the "Series A “Preferred Stock") ”), at a Purchase Price purchase price of $250 225 per UnitFractional Share, subject to adjustmentadjustment (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as of September 22, 1999 as it may from time to time be supplemented or amended (the "“Rights Agreement"”) between the Company and EquiServe Trust Company, N.A.Securities Transfer Corporation, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing outstanding shares then outstandingof Common Stock, and no separate certificates for the Rights Certificates (“Rights Certificates”) will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a “Distribution Date Date” will occur occur, with certain exceptions, upon the earlier of (i) 10 business ten days following a public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired acquired, or obtained the right to acquire, beneficial ownership of 1520% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by (the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more date of the outstanding Common Stock as of March 1, 2001, or announcement being the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "“Stock Acquisition Date") ”), or (ii) 10 ten business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group person’s becoming an Acquiring Person. An Acquisition Transaction is defined In certain circumstances, the Distribution Date may be deferred by the Board of Directors. Certain inadvertent acquisitions will not result in a person’s becoming an Acquiring Person if the person promptly divests itself of sufficient Common Stock. If at the time of the adoption of the Rights Agreement as (x) a mergerAgreement, consolidation any person or similar transaction involving group of affiliated or associated persons is the Company beneficial owner of 20% or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority more of the outstanding shares of Common Stock of the Company Stock, such person shall not become an Acquiring Person unless and until certain increases in such person’s beneficial ownership occur or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant are deemed to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstandingoccur. Until the Distribution Date, (ia) the Rights will be evidenced by the Common Stock certificates (together with a copy of this Summary of Rights or bearing the notation referred to below) and will be transferred with and only with such Common Stock certificates, (iib) new Common Stock certificates issued after the Record Date October 4, 1999 will contain a notation incorporating the Rights Agreement by reference and (iiic) the surrender for transfer of any certificates certificate for Common Stock outstanding (with or without a copy of this Summary of Rights) will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the close of business on March 1December 15, 20112004, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafterfrom and after the Distribution Date, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only All shares of Common Stock issued prior to the Distribution Date will be issued with Rights. Shares of Common Stock issued after the Distribution Date in connection with certain employee benefit plans or upon conversion of certain securities will be issued with Rights. Except as otherwise determined by the Board of Directors, no other shares of Common Stock issued after the Distribution Date will be issued with Rights. In the event (a “Flip-In Event”) that a Person person becomes an Acquiring Person, Person (except pursuant to an a tender or exchange offer for all outstanding shares of Common Stock which at a price and on terms that the Board of Directors (during such time as a majority thereof is composed of directors independent directors determine of the offeror or any Acquiring Person) determines to be fair to and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms shareholders (a "Qualified “Permitted Offer"”)), each holder of a Right will thereafter have the right to receive, upon exerciseexercise of such Right, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraphany Triggering Event, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any or transferred to an Acquiring Person (or by certain related parties) will be null and voidvoid in the circumstances set forth in the Rights Agreement. However, Rights are not exercisable following the occurrence of the event set forth above any Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200. In the event (a “Flip-Over Event”) that, at any time following from and after the Stock Acquisition Datetime an Acquiring Person becomes such, (i) the Company engages is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to certain mergers that follow a Qualified Permitted Offer), or (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow ’s assets or earning power is sold or transferred, each holder of a Right (except Rights which have previously been that are voided as set forth above) shall thereafter have the right to receive, upon exercise, a number of shares of common stock of the acquiring company having a value Current Market Price equal to two times the exercise price of the Right. The events set forth in this paragraph Flip-In Events and in the second preceding paragraph Flip-Over Events are collectively referred to as the "“Triggering Events." At any time after ” The number of outstanding Rights associated with a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth the number of a share Fractional Shares of Preferred Stock (or issuable upon exercise of a share Right and the Purchase Price, are subject to adjustment in the event of a class stock dividend on, or series a subdivision, combination or reclassification of, the Common Stock occurring prior to the Distribution Date. The Purchase Price payable, and the number of Fractional Shares of Preferred Stock or other securities or property issuable, upon exercise of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (Rights are subject to adjustment)adjustment from time to time to prevent dilution in the event of certain transactions affecting the Preferred Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock that are not integral multiples of a Fractional Share are required to be issued and, in lieu thereof, an adjustment in cash may be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. At any time until ten business days following the Stock Acquisition Datefirst date of public announcement of the occurrence of a Flip-In Event, the Company may redeem the Rights in whole, but not in part, at a price of $.001 0.01 per Right (payable Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration deemed appropriate by as the Board of Directors)Directors may determine. Under certain circumstances set forth in the Rights Agreement, redemption may only be made if a majority of the Board of Directors is composed of directors that are independent of any Acquiring Person. Immediately upon the effectiveness of the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 0.01 redemption price. Notwithstanding At any time after the foregoing paragraphoccurrence of a Flip-In Event and prior to a person’s becoming the beneficial owner of 50% or more of the shares of Common Stock then outstanding or the occurrence of a Flip-Over Event, for 180 days the Company (the "Special Period") following if a change in control majority of the Board is composed of Directors that has not been approved directors independent of any Acquiring Person) may exchange the Rights (other than Rights owned by the Board an Acquiring Person or an affiliate or an associate of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would which will have otherwise been redeemablebecome void), including in whole or in part, at an exchange ratio of one share of Common Stock, and/or other equity securities deemed to facilitate an acquisition or business combination transaction involving have the Companysame value as one share of Common Stock, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followedper Right, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able subject to establish the entire fairness of the redemption or transactionadjustment. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will should not be taxable to stockholders shareholders or to the Company, stockholders shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for the common stock of the acquiring company or in the event of the redemption of the Rights as set forth aboveabove or are exchanged as provided in the preceding paragraph. Any Other than the redemption price, any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to of the Distribution DateCompany (if a majority of the Board is composed of directors independent of any Acquiring Person) as long as the Rights are redeemable. After the Distribution DateThereafter, the provisions of the Rights Agreement other than the redemption price may be amended by the Board of Directors (if a majority of the Board is composed of directors independent of any Acquiring Person) in order to cure any ambiguity, defect or inconsistency, to make changes which that do not materially adversely affect the interests of holders of RightsRights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding; provided, however, that no amendment may to lengthen the time period governing redemption shall be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1November 10, 20011994, the Board of Directors of Yahoo! Mueller Industries, Inc. (the "Company") declared a dividend distribution disxxxxxxxon of one Right for each outstanding share of Company the Company's common stock, $.01 par value (the "Common Stock Stock"), to stockholders shareholders of record at the close of business on March 20November 21, 2001 (the "Record Date")1994. Each Right entitles the registered holder to purchase from the Company a unit consisting initially of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 1.00 per share (the "Series A Preferred Stock") ), at a Purchase Price of $250 160 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Continental Stock Transfer & Trust Company, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business ten (10) days (or such later date as the Board shall determine) following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") ), or (ii) 10 ten (10) business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing beneficially owning 15% or more of the such outstanding shares of Common Stock then outstandingStock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date November 21, 1994 will contain a notation incorporating the Rights Agreement by reference reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the close of business on March 1November 10, 20112004, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200. In the event that, at any time following the Stock Acquisition Distribution Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation person (other than with an entity which acquired "Exempted Person" (as defined below)) becomes the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock beneficial owner of more than 15% of the Company is changed or exchanged, or (iii) 50% or more then outstanding shares of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.pursuant

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1July 24, 20012009, the Board of Directors of Yahoo! Inc. Startech Environmental Corporation (the "“Company"”) declared a dividend distribution authorized the issuance of one Right preferred share purchase right (a “Right”) for each outstanding share of Company common stock, no par value per share (the “Common Stock Stock”), of the Company. The distribution is payable to the stockholders of record at the close of business on March 20July 27, 2001 2009 (the "“Record Date"”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (of a "Unit") of Series A Junior Participating Preferred Stock, no par value $.001 per share share, of the Company (the "Series A “Preferred Stock"”) at a Purchase Price an exercise price of $250 1.30 per Unitone one-hundredth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights Rights, and certain defined terms used herein, are set forth in a Rights Agreement (as amended, the "“Rights Agreement"”) between the Company and EquiServe Trust CompanyCorporate Stock Transfer, N.A., Inc. as Rights Agent (the “Rights Agent”), dated as of July 24, 2009. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon Until the earlier to occur of (i) 10 business days following a the expiration of the Company’s redemption rights on the date of public announcement disclosure that a person or group of other than certain Exempt Persons or Grandfathered Persons (an “Acquiring Person”), together with persons affiliated or associated persons with such Acquiring Person (other than those that are Exempt Persons or Grandfathered Persons), has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the “Stock Acquisition Date”) and (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an "Acquiring intention to commence a tender offer or exchange offer by a person other than an Exempt Person or a Grandfathered Person") has acquired , and excluding the tender offer launched by Friendly LRL on July 6, 2009, if, upon consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition earlier of such dates being called the “Distribution Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction”), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with such the Common Stock certificatesStock. Until the Distribution Date (or earlier redemption, (ii) exchange or expiration of the Rights), new Common Stock certificates issued after the Record Date July 27, 2009, upon transfer or new issuance of shares of Common Stock, will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iiior earlier redemption, exchange or expiration of the Rights) the surrender for transfer of any certificates certificate for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after following the Distribution Date, separate certificates evidencing the Rights Certificates (“Rights Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date andDate, thereafter, the and such separate Rights Certificates alone will represent evidence the Rights. Except as otherwise determined The Rights will first become exercisable on the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on August 24, 2009 (the “Expiration Date”), unless earlier redeemed or exchanged by the Board Company as described below or unless the Rights become exercisable, in which case they will expire on August 24, 2014. The Purchase Price payable, and the number of Directorsshares of Preferred Stock or other securities, only cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the Distribution Date will be issued with Rightsdate of exercise. In the event that a Person becomes there is public disclosure that an Acquiring PersonPerson has become such, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to proper provision would be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), made so that each holder of a Right Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), will thereafter have the right to receive, receive upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities exercise that number of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth shares of Common Stock (or other considerationsecurities) having at the time of such transaction a market value of two times the Purchase Price of the Right. In addition, as noted abovethe Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for $200. Assuming that the Common Stock had in the manner described in the Rights Agreement in a per share value ratio of $40 at such time, the holder of each valid Right would be entitled to purchase 10 three shares of Common Stock for $200each Right. In the event that, at any time following the Stock Acquisition Datepublic disclosure that an Acquiring Person has become such, (i) the Company engages is involved in a merger or other business combination transaction in which where the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and where the Common Stock of the Company is changed or exchanged, exchanged or (iii) in a transaction or transactions as a result of which 50% or more of the Company's assets, cash flow its consolidated assets or earning power is sold or transferredare sold, proper provision would be made so that each holder of a Right (except Rights which have previously been voided as set forth aboveother than such Acquiring Person and certain related persons or transferees) shall thereafter have the right to receive, upon exercisethe exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company having or the Company, as the case may be, which at the time of such transaction would have a market value equal to of two times the exercise price Purchase Price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes prior to public disclosure that an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stockhas become such, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share Directors of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (the “Redemption Price”), payable in cash, shares (including fractional shares) of Common Stock or any other form of consideration deemed appropriate by the Board of Directors. At any time prior to the Stock Acquisition Date, the Board of Directors of the Company may amend or supplement the Rights Agreement without the approval of the Rights Agent or any holder of the Rights. From and after the Stock Acquisition Date, the Board of Directors of the Company may generally only amend or supplement the Rights Agreement without such approval only to cure ambiguity, correct or supplement any defective or inconsistent provision or change or supplement the Rights Agreement in any manner which shall not adversely affect the interests of the holders of the Rights (other than an Acquiring Person or an affiliate or associate thereof). Immediately upon the action of the Board of Directors ordering redemption of the Rightsproviding for any amendment or supplement, the Rights will terminate and the only right of the holders of Rights such amendment or supplement will be to receive the $.001 redemption pricedeemed effective. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution The Preferred Stock purchasable upon exercise of the Rights will not be taxable redeemable. Each share of Preferred Stock will be entitled to stockholders or to a minimum preferential quarterly dividend payment, when, as and if declared by the Board of Directors of the Company, stockholders mayequal to the greater of $1.00 per share and 100 times the dividend declared per share of Common Stock, depending upon the circumstances, recognize taxable income in subject to anti-dilution adjustment. In the event that of liquidation, the Rights become exercisable for holders of the Preferred Stock will be entitled to a preferential liquidation payment equal to $100 per share, plus accrued and unpaid dividends, subject to anti-dilution adjustment. Each share of Preferred Stock will have 100 votes per share, subject to anti-dilution adjustment, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which the Common Stock is exchanged, each share of Preferred Stock will be entitled to receive 100 times the amount received per Common Stock, subject to anti-dilution adjustment. Exempt Persons include (or other considerationi) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or for common stock of any Subsidiary of the acquiring company Company and (iv) any Person holding Common Stock for any such employee benefit plan or in the event for employees of the redemption Company or of any Subsidiary of the Rights Company pursuant to the terms of any such employee benefit plan. Grandfathered Persons include any Person who or which, together with all Affiliates and Associates of such Person, was, as set forth aboveof 5:00 p.m., New York City time, on July 24, 2009 (the “Grandfathered Time”), the beneficial owner of 15% or more of the outstanding Common Stock. Any Grandfathered Person who after the Grandfathered Time becomes the beneficial owner of less than 15% of the outstanding Common Stock shall cease to be a Grandfathered Person and shall be subject to all of the provisions of the Rights Agreement may in the same manner as any Person who is not and was not a Grandfathered Person. Furthermore, any Grandfathered Person who after the Grandfathered Time becomes the beneficial owner of a percentage interest of the outstanding Common Stock that is equal to or exceeds the percentage interest of the outstanding Common Stock that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, beneficially owns as of the Grandfathered Time, plus an additional 1%, shall cease to be amended by the Board a Grandfathered Person and shall be subject to all of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with same manner as any other provision therein. A copy of the Rights Agreement Person who is being filed with the Securities not and Exchange Commission as an Exhibit to was not a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by referenceGrandfathered Person.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1October 28, 20011996, the Board of Directors of Yahoo! Inc. Olympic Financial Ltd. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company the Company's common stock, par value $.01 per share (the "Common Stock Stock"), payable to stockholders shareholders of record at the close of business on March 20November 22, 2001 1996 (the "Record Date")) and with respect to the Common Stock issued thereafter until the Distribution Date (defined below) and, in certain circumstances, with respect to the Common Stock issued after the Distribution Date. Each Right Right, when it becomes exercisable, generally entitles the registered holder to purchase from the Company a unit consisting initially of one one-thousandth of a share (a "Unit") of Series Class A Junior Participating Preferred Stock, par value $.001 .01 per share (the "Series A Preferred Stock") ), of the Company, at a Purchase Price of $250 90.00 per Unit, subject to adjustmentadjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") ), dated as of November 1, 1996, between the Company and EquiServe Trust CompanyNorwest Bank Minnesota, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares of Common Stock then outstanding, and no separate certificates evidencing the Rights Certificates ("Rights Certificates") will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business ten (10) days (or such later date as the Board of Directors shall determine) following a public announcement disclosure that a person or group of affiliated or associated persons (has become an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock other than " (as a result of repurchases of stock by the Companydefined below), certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 ten (10) business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an "Acquiring Person". An Acquisition Transaction Except as set forth below, an "Acquiring Person" is defined in the Rights Agreement as (x) a merger, consolidation person or similar transaction involving the Company group of affiliated or any associated persons who has acquired beneficial ownership of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority 15% or more of the outstanding shares of Common Stock Stock. The term "Acquiring Person" excludes (i) the Company, (ii) any subsidiary of the Company, (iii) any employee benefit plan of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders any subsidiary of the Company, (iv) any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such transaction)plan, and (yv) any person holding Common Stock issued to that person by the Company in a purchase or other acquisition of all or transaction approved in advance by a substantial portion majority of the assets Continuing Directors of the Company to the extent and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of only to the shares of Common Stock then outstandingextent so approved. Until the occurrence of the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the occurrence of the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except in certain circumstances specified in the Rights Agreement or as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the occurrence of the Distribution Date and until the Rights no longer are redeemable. The Rights will expire at the close of business on October 28, 2006, unless extended or earlier redeemed by the Company as described below. In the event that that, at any time following the Distribution Date, a Person person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exerciseexercise of the Right, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence void and nontransferable and any holder of the event set forth above until any such time as the Rights are no longer redeemable by the Company as set forth belowright (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such right. For example, at an exercise price of $200 30 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 60 worth of Common Stock (or other consideration, as noted above) for $20030. Assuming that the Common Stock had a per share value of $40 10 at such time, the holder of each valid Right would be entitled to purchase 10 6 (six) shares of Common Stock for $20030. In the event that, at any time following the date on which there has been public disclosure that, or of facts indicating that, a person has become an Acquiring Person (the "Stock Acquisition Date"), (i) the Company engages is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchangedcorporation, or (iiiii) 50% or more of the Company's assets, cash flow assets or earning power is sold sold, mortgaged or transferred, each holder of a Right (except Rights which previously have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time after to time to prevent dilution (i) in the event of a person becomes stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an Acquiring Person and adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the acquisition by such person or group date of fifty percent (50%) or more exercise. Because of the outstanding Common nature of the Preferred Stock's dividend, liquidation and voting rights, the Board may exchange value of the Rights (other than Rights owned by such person or group which have become void), one one-thousandth interest in whole or in part, at an exchange ratio a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock, or one one-thousandth . Shares of a Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock (or will be entitled to a quarterly dividend payment of a 1000 times the dividend declared per share of Common Stock. In the event of liquidation, each share of Preferred Stock will be entitled to a class or series $10.00 preference, and thereafter the holders of the Company's preferred stock having equivalent rightsshares of Preferred Stock will be entitled to an aggregate payment of 1000 times the aggregate payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, preferences and privileges), per Right (subject to adjustment)voting together with the shares of Common Stock. These rights are protected by customary antidilution provisions. At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price (the "Redemption Price") of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action ) by resolution of the Board of Directors ordering redemption (provided that such resolution is approved by a majority of the Rights, Continuing Directors and only if the Rights will terminate and the only right Continuing Directors constitute a majority of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change directors then in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemableoffice), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1November 28, 20011995, the Board board of Directors of Yahoo! Inc. Becton, Dickinson and Company (the "Company") declared a dividend distribution distxxxxxxxx of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20, 2001 the expiration date of the prior Rights Agreement (the "Record Date"). Each Right entitles initially entitled the registered holder to purchase from the Company a unit consisting of one onetwo-thousandth hundredths of a share (a "Unit") of Series A Junior Participating Preferred Stock, Series A, par value $.001 1.00 per share (the "Series A Preferred Stock") at a Purchase Price of $250 270, subject to adjustment. As a result of two two-for-one stock splits on July 23, 1996 and August 10, 1998, each Right then represented the right to purchase one eight-hundredths of a share of Preferred Stock at a Purchase Price of $67.50 per Unitone eight-hundredths of a share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe First Chicago Trust Company, N.A.Company of New York, as Rights Agent, originally entered into on November 28, 1995 and amended and restated as of March 28, 2000. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated affiliate or associated persons (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing beneficially owning 15% or more of the such outstanding shares of Common Stock then outstandingStock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the close of business on March 1April 25, 20112006, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all the beneficial owner of more than 15% of the then outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer")Stock, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the event events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of either of the event events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 67.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 135 worth of Common Stock (or other consideration, as noted above) for $20067.50. Assuming that the Common Stock had a per share value of $40 33.75 at such time, the holder of each valid Right would be entitled to purchase 10 four shares of Common Stock for $20067.50. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction described in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchangedsecond preceding paragraph), or (iiiii) 50% or more of the Company's assets, cash flow assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after the acquisition by a person becomes an Acquiring Person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by such person or group of fifty percent (50%) % or more of the outstanding Common StockShares, the Board of Directors may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one oneeight-thousandth hundredths of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following prior to the Stock Acquisition Datetime any Person becomes an Acquiring Person, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 .01 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Dateacquisition by a person or group of affiliated or prior to the time any Person becomes an Acquiring Person. After the Distribution DateThereafter, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding; provided, however, that no amendment may to adjust the time period governing redemption shall be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1__, 20012002, the Board of Directors of Yahoo! Inc. Travelers Property Casualty Corp. (the "Company") declared a dividend distribution of one Class A Right for each outstanding share of Company Class A Common Stock and one Class B Right for each outstanding share of Class B Common Stock, to stockholders the shareholder of record at the close of business on March 20__, 2001 2002 (the "Record Date") and authorized the issuance of one Class A Right and one Class B Right (the Class A Rights and Class B Rights together, the "Rights") for each share of Class A Common Stock and Class B Common Stock (the Class A Common Stock and the Class B Common Stock together, the "Common Stock"), respectively, issued after the Record Date. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 .01 per share (the "Series A Preferred Stock") ), at a Purchase Price of $250 ____ per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Class A Rights Certificates or Class B Rights Certificates (the Class A Rights Certificates and the Class B Rights Certificates together, the "Rights Certificates") will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the underlying Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (but excluding Citigroup, Inc. ("Citigroup") and its subsidiaries) has acquired beneficial ownership of shares of Common Stock representing 15% or more of the outstanding voting power of the shares of Common Stock outstanding (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") shareholders or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral ) after the date of a Distribution Date by commencement or the Board pursuant to the terms date of the Rights Agreement described in this clause first public announcement with respect thereto (iiwhichever is earlier) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the underlying Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California New York City time) on March 1__, 20112012, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the class of Common Stock into which such Rights are exercisable (as set forth below) as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Class A Right and Class B Right, respectively, will thereafter have the right to receive, upon exercise, Class A Common Stock and Class B Common Stock, respectively, (or, in certain circumstances, circumstances cash, property or other securities of the Company) having a value Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of such Right. The Exercise Price is the Purchase Price times the number of shares of such class of Common Stock associated with each such Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 100 per Right, each Class A Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 200 worth (based on its Current Market Price) of Class A Common Stock (or other consideration, as noted above) for $200100. Assuming that the Class A Common Stock had a per share value of $40 50 at such time, the holder of each valid Class A Right would be entitled to purchase 10 4 shares of Class A Common Stock for $200100. A similar example would apply with respect to Class B Rights. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer)corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value Current Market Price equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time after to time to prevent dilution (i) in the event of a person becomes stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an Acquiring Person and adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the acquisition by such person or group date of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)exercise. At any time until ten business days following the Stock Acquisition Datesuch time as any Person becomes an Acquiring Person, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, the relevant class of Common Stock for which a Right is exercisable or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will should not be taxable to stockholders shareholders or to the Company, stockholders shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding; provided, however, that no amendment to lengthen a time period relating to when the Rights may be redeemed may be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable. Notwithstanding the foregoing, except to cure (i) any ambiguity or correct or supplement amendment of any provision contained in of the Rights Agreement which may be defective or inconsistent at any time requires the consent of Citigroup unless Citigroup (together with its subsidiaries) holds shares representing less than 20% of the voting power of the outstanding shares of Common Stock at the time of such amendment, and (ii) any other provision thereinamendment of the definition of "Acquiring Person" requires the consent of Citigroup unless Citigroup owns less than 5% of the voting power of the outstanding shares of Common Stock at the time of such amendment. A copy of the Rights Agreement is being has been filed with the Securities and Exchange Commission as an Exhibit 4.2 to a the Company's S-1 Registration Statement on Form 8No. 333-A/Current Report on Form 8-K. 82388. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1May 5, 20012012, the Board board of Directors directors of Yahoo! Inc. Allscripts Healthcare Solutions, Inc, a Delaware corporation (the "“Company") ”), adopted a stockholders rights plan and declared a dividend distribution of one Right right for each outstanding share of Company Common Stock our common stock to stockholders of record at the close of business on March 20May 17, 2001 (the "Record Date")2012. Each Right right entitles its holder, under the registered holder circumstances described below, to purchase from the Company a unit consisting of us one one-thousandth of a share (a "Unit") of our Series A Junior Participating Preferred Stock, par value $.001 per share (the "Series A Preferred Stock") Stock at a Purchase Price an exercise price of $250 45.00 per Unitright, subject to adjustment. The description and terms of the Rights rights are set forth in a Rights Agreement (the "Rights Agreement") rights agreement between the Company us and EquiServe Trust Company, N.A.Computershare Shareowner Services LLC, as Rights Agentrights agent. Initially, the Rights will be attached to all Common Stock rights are associated with our common stock and evidenced by common stock certificates representing or, in the case of uncertificated shares then outstandingof common stock, the book-entry records evidencing the common stock, and no separate Rights Certificates will be distributedare transferable with and only with the underlying shares of common stock. Subject to certain exceptions specified in the Rights Agreementexceptions, the Rights will separate rights become exercisable and trade separately from the Common Stock and a Distribution Date will occur common stock only upon the “distribution date”, which occurs upon the earlier of (i) 10 business of: • ten days following a public announcement (such date, the “stock acquisition date”) that a person or group of affiliated or associated persons at any time after the close of business on May 7, 2012 (an "Acquiring Person"the “measurement date”) has acquired acquired, or obtained the right to acquire, beneficial ownership of 1510% or more of the our outstanding shares of Common Stock other than common stock (any such person or group of affiliated or associated persons being referred to herein as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001an “acquiring person”), or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 • ten business days (or such later date if determined by our board of directors prior to such time as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)person or group becomes an acquiring person) following the commencement of a tender offer or exchange offer that which, if consummated, would result in a person or group becoming an Acquiring Personacquiring person. An Acquisition Transaction is defined in acquiring person does not include: • the Rights Agreement as (x) a mergerCompany, consolidation or similar transaction involving • any subsidiary of the Company, • any employee benefit plan of the Company or of any of its Subsidiaries as a result of which stockholders subsidiary of the Company, • any person organized, appointed or established by the Company will no longer own a majority for or pursuant to the terms of any such plan or • any person who, as of the measurement date, beneficially owns 10% or more of the outstanding shares of Common Stock common stock immediately prior to the first public announcement of the Company or a publicly traded entity which controls rights agreement. Notwithstanding the Company orforegoing, such person would be an “acquiring person” if appropriatesuch person, at any time after the entity into which the Company may be mergedmeasurement date, consolidated or otherwise combined beneficially owns any shares of common stock (based solely on with certain exceptions) in addition to the shares of Common Stock received or retained common stock beneficially owned by such stockholders, in their capacity person as stockholders of immediately prior to the first public announcement of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion adoption of the assets rights agreement. In addition, if the Company’s board of the Company directors determines in good faith that a person became an acquiring person inadvertently and its Subsidiaries, or (z) such person divests as promptly as practicable a purchase or other acquisition sufficient number of securities representing 15% or more of the shares of Common Stock common stock so that such person would no longer be an acquiring person, then outstandingsuch person will not be deemed to be an acquiring person. Until the Distribution Datedistribution date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock shares of common stock outstanding will also constitute the transfer of the Rights rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described belowthose shares. As soon as practicable after the Distribution Datedistribution date, Rights Certificates separate certificates or book-entry statements will be mailed to holders of record of the Common Stock common stock as of the close of business on the Distribution Date and, thereafterdistribution date. From and after the distribution date, the separate Rights Certificates rights certificates or book-entry records alone will represent the Rightsrights. Except as otherwise determined by provided in the Board of Directorsrights agreement, only shares of Common Stock common stock issued prior to the Distribution Date distribution date will be issued with Rightsrights. The rights are not exercisable until the distribution date and will expire at the close of business on May 6, 2013, unless earlier redeemed or exchanged by us as described below. In the event that a Person person or group becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms acquiring person (a "Qualified Offer"“flip-in event”), each holder of a Right right (other than any acquiring person and certain related parties, whose rights automatically become null and void) will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) common stock having a value equal to two times the exercise price of the Rightright. Notwithstanding any If an insufficient number of shares of common stock is available for issuance, then our board of directors would be required to substitute cash, property or other securities of the foregoingCompany for the common stock. The rights may not be exercised following a flip-in event while the Company has the ability to cause the rights to be redeemed, following the occurrence of the event set forth as described later in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth belowsummary. For example, at an exercise price of $200 45.00 per Rightright, each Right right not owned by an Acquiring Person acquiring person (or by certain related parties) following an a flip-in event set forth in the preceding paragraph would entitle its holder to purchase $400 90.00 worth of Common Stock common stock (or other consideration, as noted above) for $20045.00. Assuming that the Common Stock common stock had a per share value of $40 10.00 at such that time, the holder of each valid Right right would be entitled to purchase 10 9 shares of Common Stock common stock for $20045.00. In the event (a “flip-over event”) that, at any time following the Stock Acquisition Date, (i) stock acquisition date: • the Company engages in a merger shall consolidate with, or merge with or into, any other business combination transaction in which entity and the Company is not the continuing or surviving corporation (other than with an corporation, • any entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger share exchange with or other business combination transaction in which consolidates with, or merges with or into, the Company and the Company is the continuing or surviving corporation and the Common Stock and, in connection with such share exchange, consolidation or merger, all or part of the Company is outstanding shares of common stock are changed into or exchangedexchanged for stock or other securities of any other entity or cash or any other property, or (iii) • the Company sells or otherwise transfers more than 50% or more of the Company's ’s and its subsidiaries (taken as a whole) assets, cash flow or earning power is sold or transferredpower, each holder of a Right right (except Rights rights which previously have previously been voided as set forth described above) shall thereafter will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Rightright. The Flip-in events set forth in this paragraph and in the second preceding paragraph flip-over events are collectively referred to as “triggering events”. The exercise price payable, and the "Triggering Events." number of shares of preferred stock or other securities or property issuable, upon exercise of the rights are subject to adjustment from time to time to prevent dilution: • in the event of a stock dividend on, or a subdivision, combination or reclassification of, the preferred stock, • if holders of the preferred stock are granted certain rights, options or warrants to subscribe for preferred stock or convertible securities at less than the current market price of the preferred stock, or • upon the distribution to holders of the preferred stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of preferred stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the preferred stock on the last trading day prior to the date of exercise. In general, the Company may redeem the rights in whole, but not in part, at a price of $0.01 per right (subject to adjustment and payable in cash, common stock or other consideration deemed appropriate by our board of directors) at any time until ten days following the stock acquisition date. Immediately upon the action of the board of directors authorizing any redemption, the rights will terminate and the only right of the holders of rights will be to receive the redemption price. At any time after a there is an acquiring person becomes an Acquiring Person and prior to the acquisition by such the acquiring person or group of fifty percent (50%) % or more of the outstanding Common Stockshares of common stock, the Board we may exchange the Rights rights (other than Rights rights owned by such the acquiring person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stockcommon stock, or one one-thousandth of a share of Preferred Stock preferred stock (or of a share of a class or series of the Company's our preferred stock having equivalent rights, preferences and privileges), per Right right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right right is exercised, the its holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, including the right to vote or to receive dividends. While the distribution of the Rights rights will not be result in the recognition of taxable to stockholders income by us or to the Companyits stockholders, stockholders may, depending upon the circumstances, recognize taxable income in after a triggering event. The Company and the event that rights agent may from time to time amend or supplement the Rights become exercisable for Common Stock (or other consideration) rights agreement without the consent of the Company or for common stock holders of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Daterights. After the Distribution Datestock acquisition date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguityhowever, to make changes which do not no amendment can materially adversely affect the interests of the holders of Rights, the rights (other than the acquiring person or to shorten any affiliate or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision thereinassociate thereof). A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement rights agreement is available free of charge from the Rights Agentus. This summary description of the Rights rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreementrights agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1February 8, 2001, 2011 the Board of Directors of Yahoo! Inc. Exact Sciences Corporation (the "“Company"”) declared a dividend distribution of one Right preferred stock purchase right (a “Right”) for each outstanding share of Common Stock, par value $0.01 (the “Common Stock”), of the Company Common Stock to stockholders of record outstanding at the close of business on March 2015, 2001 2011 (the "“Record Date"”). Each As long as the Rights are attached to the Common Stock, the Company will issue one Right entitles (subject to adjustment) with each new share of Common Stock so that all such shares will have attached Rights. When exercisable, each Right will entitle the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 per share Stock (the "Series A “Preferred Stock"”) of the Company at a Purchase Price price of $250 50.00 per Unitone one-thousandth of a share of Preferred Stock, subject to adjustmentadjustment (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of February 22, 2011, as the same may be amended from time to time (the "Rights “Agreement") ”), between the Company and EquiServe American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent (the “Rights Agent”). Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon Until the earlier to occur of (i) 10 the close of business days on the tenth (10th) calendar day following a public announcement that a person or group of affiliated or associated persons or any person acting in concert therewith (other than an "Acquiring Person"Exempt Person or Existing Holder as described below) has acquired acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock other than (including, without duplication, the number of shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities, if such person owns 5% or more of the Common Stock) (an “Acquiring Person”) 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 prior to such time as any person or group of affiliated persons or any person acting in concert therewith becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or in the beneficial ownership by a person or group of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date"earlier of (i) or and (ii) 10 business days (or such later date as being called the Board shall determine, “Distribution Date”; provided, however, that no deferral if the earlier of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (i) and (ii) may occurs on or prior to the Record Date, then the “Distribution Date” shall be made at any time during the Special Period (as defined belowRecord Date)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in , the Rights Agreement as (x) a mergerwill be evidenced, consolidation or similar transaction involving the Company or with respect to any of its Subsidiaries the Common Stock certificates outstanding as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Record Date, by such Common Stock of the Company or a publicly traded entity which controls the Company certificates or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of with respect to any uncertificated Common Stock received or retained registered in book entry form, by such stockholdersnotation in book entry, in their capacity as stockholders either case together with a copy of this Summary of Rights. The Board can postpone the Company, pursuant to such transaction), (y) a purchase or distribution date in certain circumstances. The Agreement provides that any person other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing than an Exempt Person who beneficially owned 15% or more of the Common Stock immediately prior to the first public announcement of the adoption of the Agreement (each an “Existing Holder”), shall not be deemed an “Acquiring Person” for purposes of the Agreement unless an Existing Holder becomes the beneficial owner of one or more additional shares of Common Stock then outstanding(other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock). The Agreement also provides that the Company and any subsidiary of the Company, including the officers and directors thereof acting in their fiduciary capacities, or any employee benefit plan of the Company or any subsidiary of the Company, are “Exempt Persons” for purposes of the Agreement. The Agreement provides that until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the Rights will be transferred only with the Common Stock. Until the Distribution DateDate (or earlier redemption, (i) exchange, termination or expiration of the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificatesRights), (ii) new Common Stock certificates issued after the close of business on the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Rights Agreement by reference reference, and the Company will deliver a notice to that effect upon the transfer or new issuance of book entry shares. Until the Distribution Date (iii) or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Stock outstanding Stock, or any book entry shares, with or without such notation, notice or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) on March 1, 2011, unless such date is extended certificate or the Rights are earlier redeemed or exchanged by the Company as described belowbook entry shares. As soon as practicable after following the Distribution Date, separate certificates evidencing the Rights Certificates (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the and such separate Rights Right Certificates alone will represent evidence the Rights. Except as otherwise determined The Rights are not exercisable until the Distribution Date. The Rights will expire on February 22, 2021, subject to the Company’s right to extend such date (the “Final Expiration Date”), unless earlier redeemed or exchanged by the Board Company or terminated. Each share of DirectorsPreferred Stock purchasable upon exercise of the Rights will be entitled, only when, as and if declared, to a minimum preferential quarterly dividend payment equal to the greater of (i) $1.00 or (ii) 1,000 times the dividend, if any, declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $1,000 per share (plus any accrued but unpaid dividends), provided that such holders of the Preferred Stock will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes and will vote together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock issued are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. Preferred Stock will not be redeemable. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock’s dividend, liquidation and voting rights, the value of one one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash, securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the Distribution Date payment of such dividend, or dividends payable in Preferred Stock (which dividends will be issued with Rightssubject to the adjustment described in clause (i) above)) or of subscription rights or warrants (other than those referred to above). In the event that a Person becomes an Acquiring Person, except pursuant to Person or if the Company were the surviving corporation in a merger with an offer for all outstanding shares Acquiring Person or any affiliate or associate of or any person acting in concert with an Acquiring Person and the Common Stock which the independent directors determine to be fair and were not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one changed or more investment banking firms (a "Qualified Offer")exchanged, each holder of a Right Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be null and void), will thereafter have the right to receive, receive upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities exercise that number of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200having a market value of two times the then current Purchase Price of the Right. In the event that, at any time following the Stock Acquisition Dateafter a person has become an Acquiring Person, (i) the Company engages were acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other or more than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow its assets or earning power is sold or transferredwere sold, proper provision shall be made so that each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercisethe exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company having which at the time of such transaction would have a market value equal to of two times the exercise price then current Purchase Price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person Person becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition by such person or group Acquiring Person of fifty percent (50%) % or more of the then outstanding Common Stock, the Board of Directors may cause the Company to exchange the Rights (other than Rights owned by such person or group an Acquiring Person which will have become null and void), in whole or in part, for shares of Common Stock at an exchange ratio rate of one share of Common Stock, Stock per Right (subject to adjustment). No adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock (or of a share of a class or series Stock, which may, at the election of the Company's preferred stock having equivalent rights, preferences and privilegesbe evidenced by depository receipts), per Right (subject and in lieu thereof, a payment in cash will be made based on the market price of the Preferred Stock or Common Stock on the last trading date prior to adjustment)the date of exercise. At any time until ten business days following the Stock Acquisition Date, the Company The Rights may redeem the Rights be redeemed in whole, but not in part, at a price of $.001 0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate the “Redemption Price”) by the Board of Directors)Directors at any time prior to the time that an Acquiring Person has become such. Immediately upon The redemption of the action of Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors ordering in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transactionRedemption Price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the CompanyCompany beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to for so long as the Distribution Date. After Rights are then redeemable, and after the Distribution DateRights are no longer redeemable, the provisions of Company may amend or supplement the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do manner that does not adversely affect the interests of the holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period (other than an Acquiring Person or at a time when the Rights are not redeemable, except to cure any ambiguity affiliate or correct associate of or supplement any provision contained person acting in the Rights Agreement which may be defective or inconsistent concert with any other provision thereinan Acquiring Person). A copy of the Rights Agreement is being has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A. A copy of the Rights Agreement is available free of charge from the Rights AgentCompany. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1September 11, 20011996, the Board of Directors of Yahoo! Inc. Orion Capital Corporation (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20September 16, 2001 1996 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one onetwo-thousandth hundredth of a share (a "Unit") of Series A B Junior Participating Preferred Stock, par value $.001 1.00 per share (the "Series A Preferred Stock") ), at a Purchase Price of $250 per Unit200, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe First Chicago Trust Company, N.A.Company of New York, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business ten (10) days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of fifteen percent (15% %) or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1stockholders, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 ten (10) business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as beneficially owning fifteen percent (x15%) a merger, consolidation or similar transaction involving the Company or any more of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the such outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstandingStock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the close of business on March 1September 11, 20112006, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of DirectorsBoard, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, Person (except pursuant to an offer for all outstanding shares of Common Stock which that the independent directors determine not to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 50 at such time, the holder of each valid Right would be entitled to purchase 10 8 shares of Common Stock for $200. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with a merger which follows an entity which acquired offer described in the shares pursuant to a Qualified Offersecond preceding paragraph), or (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or fifty percent (iii50%) 50% or more of the Company's assets, cash flow assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one onetwo-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At Generally, at any time until ten business (10) days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of DirectorsBoard). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 .01 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring acquir ing company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding; provided, however, that no amendment may be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. -------- ------- A copy of the Rights Agreement is being has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights AgentCompany. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1__, 20012002, the Board of Directors of Yahoo! Inc. Travelers Property Casualty Corp. (the "Company") declared a dividend distribution of one Class A Right for each outstanding share of Company Class A Common Stock and one Class B Right for each outstanding share of Class B Common Stock, to stockholders the shareholder of record at the close of business on March 20__, 2001 2002 (the "Record Date") and authorized the issuance of one Class A Right and one Class B Right (the Class A Rights and Class B Rights together, the "Rights") for each share of Class A Common Stock and Class B Common Stock (the Class A Common Stock and the Class B Common Stock together, the "Common Stock"), respectively, issued after the Record Date. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 .01 per share (the "Series A Preferred Stock") ), at a Purchase Price of $250 ____ per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Class A Rights Certificates or Class B Rights Certificates (the Class A Rights Certificates and the Class B Rights Certificates together, the "Rights Certificates") will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the underlying Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (but excluding Citigroup, Inc. ("Citigroup") and its subsidiaries) has acquired beneficial ownership of shares of Common Stock representing 15% or more of the outstanding voting power of the shares of Common Stock outstanding (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") shareholders or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral ) after the date of a Distribution Date by commencement or the Board pursuant to the terms date of the Rights Agreement described in this clause first public announcement with respect thereto (iiwhichever is earlier) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the underlying Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California New York City time) on March 1__, 20112012, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the class of Common Stock into which such Rights are exercisable (as set forth below) as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Class A Right and Class B Right, respectively, will thereafter have the right to receive, upon exercise, Class A Common Stock and Class B Common Stock, respectively, (or, in certain circumstances, circumstances cash, property or other securities of the Company) having a value Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of such Right. The Exercise Price is the Purchase Price times the number of shares of such class of Common Stock associated with each such Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 100 per Right, each Class A Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 200 worth (based on its Current Market Price) of Class A Common Stock (or other consideration, as noted above) for $200100. Assuming that the Class A Common Stock had a per share value of $40 50 at such time, the holder of each valid Class A Right would be entitled to purchase 10 4 shares of Class A Common Stock for $200100. A similar example would apply with respect to Class B Rights. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer)corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value Current Market Price equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time after to time to prevent dilution (i) in the event of a person becomes stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an Acquiring Person and adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the acquisition by such person or group date of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)exercise. At any time until ten business days following the Stock Acquisition Datesuch time as any Person becomes an Acquiring Person, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, the relevant class of Common Stock for which a Right is exercisable or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will should not be taxable to stockholders shareholders or to the Company, stockholders shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding; provided, however, that no amendment to lengthen a time period relating to when the Rights may be redeemed may be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable. Notwithstanding the foregoing, except to cure (i) any ambiguity or correct or supplement amendment of any provision contained in of the Rights Agreement which may be defective or inconsistent at any time requires the consent of Citigroup unless Citigroup (together with its subsidiaries) holds shares representing less than 20% of the voting power of the outstanding shares of Common Stock at the time of such amendment, and (ii) any other provision thereinamendment of the definition of "Acquiring Person" requires the consent of Citigroup unless Citigroup owns less than 5% of the voting power of the outstanding shares of Common Stock at the time of such amendment. A copy of the Rights Agreement is being has been filed with the Securities and Exchange Commission as an Exhibit 4.2 to a the Company's S-1 Registration Statement on Form 8-A/Current Report on Form 8-K. No. 333- 82388. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1May 28, 20011997, the Board of Directors of Yahoo! Inc. AMRESCO, INC. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company the Company's common stock, $0.05 par value (the "Common Stock Stock"), to stockholders of record at the close of business on March 20June 9, 2001 (the "Record Date")1997. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth (1/1,000) of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 1.00 per share (the "Series A Preferred Stock") ), at a Purchase Price of $250 125.00 per Unitone one-thousandth (1/1,000) of a share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A.The Bank of New York, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 ten (10) business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of fifteen percent (15% %) or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") ), or (ii) 10 ten (10) business days (or such later date as the Board of Directors shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as beneficially owning fifteen percent (x15%) a merger, consolidation or similar transaction involving the Company or any more of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the such outstanding shares of Common Stock of Stock. The date the Company or a publicly traded entity which controls Rights separate is referred to as the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. "Distribution Date." Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date June 9, 1997 will contain a notation incorporating the Rights Agreement by reference reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the close of business on March 1June 9, 20112007, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only in connection with shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.pursuant

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1November 22, 20011999, the Board of Directors of Yahoo! Inc. Chicago Rivet & Machine Co. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20December 3, 2001 1999 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, no par value $.001 per share (the "Series A Preferred Stock") ), at a Purchase Price of $250 90.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe First Chicago Trust Company, N.A.Company of New York, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 1510% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Certain existing stockholders of the Company are excluded from the definition of "Acquiring Person" and the triggering provisions of the Rights Agreement unless they acquire beneficial ownership of additional shares of Common Stock in amounts and under certain circumstances described in the Rights Agreement. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 1510% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) New York City time on March 1December 2, 20112009, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate to and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 90.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 180.00 worth of Common Stock (or other consideration, as noted above) for $20090.00. Assuming that the Common Stock had a per share value of $40 30.00 at such time, the holder of each valid Right would be entitled to purchase 10 6 shares of Common Stock for $20090.00. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow assets or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At Except during the Special Period (as defined below), at any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 .01 redemption price. Notwithstanding the foregoing paragraph, for For 180 days (the "Special Period") following a change in control of the Board of Directors of the Company, that has not been approved by the Board of Directors, occurring within six months 270 days of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights Rights (assuming the rights Rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. K dated November 24, 1999. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1June __, 20012002, the Board of Directors of Yahoo! Inc. Newcastle Investment Corp. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20June __, 2001 2002 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 .01 per share (the "Series A Preferred Stock") at a Purchase Price of $250 70 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe American Stock Transfer & Trust Company, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, Company or certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California New York City time) on March 1June __, 20112012, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be at a price which is fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. The Exercise Price is the Purchase Price times the number of shares of Common Stock associated with each Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 70 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 160 worth of Common Stock (or other consideration, as noted above) for $20070. Assuming that the Common Stock had a per share value of $40 20 at such time, the holder of each valid Right would be entitled to purchase 10 8 shares of Common Stock for $20070. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, assets or cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 .01 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a such time when as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 110, 20012000, the Board of Directors of Yahoo! Inc. Xxxxxxx Lifesciences Corporation (the "Company") declared a dividend distribution of one Right for each outstanding share of Company the Company's common stock, par value $1.00 per share ("Common Stock Stock"), to stockholders of record at the close Close of business Business on March 2031, 2001 (the "Record Date")2000. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 .01 per share (the "Series A Preferred Stock") ), at a Purchase Price of $250 80 per Unit, subject to adjustment. The following is a summary description and terms of the Rights are set forth and is qualified in a its entirety by the Rights Agreement (the "Rights Agreement") dated as of March 31, 2000 between the Company and EquiServe Equiserve Trust Company, N.A., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a the Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant Directors prior to the terms of the Rights Agreement described in this clause (ii) may be made at such time as any time during the Special Period (as defined below)person or group becomes an Acquiring Person) following the commencement of a tender offer or exchange offer that which, if consummated, would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation beneficially owning 15% or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority more of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstandingStock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date March 31, 2000, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the Close of Business on March 131, 20112010, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates certificates will be mailed to holders of record of the Common Stock as of the close Close of business Business on the Distribution Date and, thereafter, the separate Rights Certificates certificates alone will represent the Rights. Except as otherwise determined by provided in the Board of DirectorsRights Agreement, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that that, at any time following the Distribution Date, a Person person or group becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. If an insufficient number of shares of Common Stock is authorized for issuance, then the Board would be required to substitute cash, property or other securities of the Company for the Common Stock. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above in this paragraph until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 80 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 160 worth of Common Stock (or other consideration, as noted above) for $20080. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 4 shares of Common Stock for $20080. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer)corporation, (ii) the Company engages is acquired in a merger or other business combination transaction in which the Company is the surviving corporation and all or part of the Common Stock is converted into securities of the Company is changed another entity, cash or exchangedother property, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which previously have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The purchase price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights, options or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. At any time after a any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) % or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition DateIn general, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors)) at any time until ten days following the Stock Acquisition Date. Immediately upon the action of the Board of Directors ordering redemption of the Rightsauthorizing any redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be result in the recognition of taxable to income by stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption after a Triggering Event. The terms of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement Company without the consent of the holders of the Rights, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of the holders of the Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights AgentCompany. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1, 2001, the The Board of Directors of Yahoo! Midas, Inc. (the "“Company"”) declared a dividend distribution of one Right for each outstanding share of Company the Company’s common stock, par value $.001 per share (“Common Stock Stock”), to stockholders of record at the close of business on March 20December 31, 2001 (the "Record Date")2007. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth hundredth of a share (a "“Unit"”) of Series A Junior Participating Preferred Stock, par value $.001 per share (the "Series A “Preferred Stock") ”), at a Purchase Price of $250 80 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of December 7, 2007 (the "“Rights Agreement") ”), between the Company and EquiServe Trust Company, N.A.National City Bank, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a the Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired acquired, or obtained the right to acquire, beneficial ownership of 1520% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "“Stock Acquisition Date") ”), or (ii) 10 business days (or such later date as may be determined by action of the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant Directors prior to the terms of the Rights Agreement described in this clause (ii) may be made at such time as any time during the Special Period (as defined below)person or group becomes an Acquiring Person) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation beneficially owning 20% or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority more of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstandingStock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued on or after the Record Date December 31, 2007 will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the close of business on March 1December 31, 20112017, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates certificates alone will represent the Rights. Except as otherwise determined by provided in the Board of DirectorsRights Agreement, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that that, at any time following the Distribution Date, a Person person or group becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. If an insufficient number of shares of Common Stock is authorized for issuance, then the Board would be required to substitute cash, property or other securities of the Company for the Common Stock. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above in this paragraph until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 80 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 160 worth of Common Stock (or other consideration, as noted above) for $20080. Assuming that the Common Stock had a per share value of $40 8 at such time, the holder of each valid Right would be entitled to purchase 10 20 shares of Common Stock for $20080. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchangedcorporation, or (iiiii) 50% or more of the Company's assets, cash flow ’s assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "“Triggering Events." ” In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of Preferred Stock having essentially the same value or economic rights as such shares. The purchase price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time after a any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) % or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's ’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition DateIn general, the Company may redeem the Rights in whole, but not in part, at a price of $.001 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors)) at any time until the Stock Acquisition Date. Immediately upon the action of the Board of Directors ordering redemption of the Rightsauthorizing any redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be result in the recognition of taxable to income by stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) consideration of the Company Company) or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions The terms of the Rights Agreement may be amended by the Board of Directors prior of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known to the Distribution Date. After the Distribution DateCompany to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, the provisions and (b) to raise such thresholds to not more than 20%, except that from and after such time as any person or group of the Rights Agreement affiliated or associated persons becomes an Acquiring Person no such amendment may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of the holders of the Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1, 2001, the The Board of Directors of Yahoo! Inc. Penn Virginia Corporation (the "Company") has declared a dividend distribution of one Right preferred stock purchase right (the "Rights") for each outstanding share of Common Stock, par value $6.25 per share (the "Common Stock"), of the Company Common Stock to stockholders shareholders of record at the close of business on March 20February 21, 2001 (the "Record Date")1998. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 100 per share (the "Series A Preferred Stock") (or in certain circumstances, cash, property, or other securities of the Company), at a Purchase Price of $250 per Unit100, subject to adjustmentadjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") ), dated as of February 11, 1998, between the Company and EquiServe Trust American Stock Transfer & Company, N.A., as Rights Agent (the "Rights Agent"). Capitalized terms used but not otherwise defined herein will have meanings given such terms in the Rights Agreement. Initially, the Rights will be attached to all Common Stock evidenced by the certificates representing shares of Common Stock then outstanding, and no separate Rights Right Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the The Rights will separate from the Common Stock and a Distribution Date will occur become exercisable upon the earlier of (i) 10 business ten calendar days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 ten business days (or such a later date as the Board shall determine, provided, however, that no deferral of a Distribution Date is determined by the Board pursuant to the terms of Directors, or if there has been an Adverse change of Control, by a majority of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period Continuing Directors (as defined belowsuch terms are herein defined)) following (provided that there are at least two Continuing Directors in office) after the commencement of, or first public announcement of an intention to commerce, a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation beneficially owning 15% or similar transaction involving the Company or any more of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the such outstanding shares of Common Stock (the earlier of such dates being called the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursuant to such transaction"Distribution Date"), (y) a purchase or other acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain in accordance with the Rights Agreement a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issuedcertificates. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (California time) the close of business on March 1February 11, 20112008, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Right Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date andDate, and thereafter, the separate Rights Right Certificates alone will represent the Rights. Except as otherwise provided by the Rights Agreement or determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, shares of Common Stock (or, or in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of the such an event set forth in this paragraphor any other Triggering Event (as defined below), all Rights rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $200. In the event that, at any time following After the Stock Acquisition Date, in the event that (i) the Company engages in a merger consolidates or merges with any other business combination transaction in which person, and the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer)corporation, (ii) the Company any person engages in a share exchange, consolidation or merger with the Company where the outstanding shares of Common Stock of the Company are exchanged for securities, cash or property of the other business combination transaction in which person and the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow assets or earning power is sold or transferred, proper provision will be made so that each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price Purchase Price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person ". The Purchase Price payable, and prior to the acquisition by such person number of shares of Common Stock or group of fifty percent (50%) other securities, cash or more property issuable, upon exercise of the outstanding Common Stock, Rights are subject to customary adjustments from time to time to prevent dilution in the Board may exchange event of certain changes in the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series shares of the Company's preferred stock having equivalent rights. With certain exceptions, preferences and privileges), per Right (subject no adjustment in the Purchase Price will be required until cumulative adjustments amount to adjustment)an increase or decrease of at least 1% in the Purchase Price. At any time until ten business days following the Stock Acquisition DateIn general, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right Right, (payable subject to adjustment), at any time before the close of business on the tenth calendar day following the Stock Acquisition Date; provided, however, that if the authorization to redeem the Rights occurs on or after the date of a change in cash, Common Stock or other consideration deemed appropriate by a majority of the Board of DirectorsDirectors of the Company as a result of a proxy or consent solicitation and a person who was a participant in such solicitation has stated that such person (or any of its Affiliates or Associates) has taken or intends to take or may consider taking actions that would result in such person becoming an Acquiring Person or cause the occurrence of a Triggering Event (the existence of these circumstances being an "Adverse Change of Control"), then the redemption of the Rights will require the approval of a majority of the Continuing Directors of which there must be at least two then in office. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price. Notwithstanding the foregoing paragraph, for 180 days (the "Special Period") following a change in control of the Board of Directors that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Rights Agreement during the Special Period or at a time when the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Agreement which may be defective or inconsistent with any other provision therein. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.