Common use of Summary of Rights Clause in Contracts

Summary of Rights. On August 9, 2002, the Board of Directors of Waters Corporation (the "Company") declared a dividend of one fractional preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"), of the Company. The dividend is payable on August 27, 2002 (the "Record Date") to the stockholders of record on that date. Except as described below, each Right, when exercisable, entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company, par value $.01 per share (the "Preferred Shares"), at a price of $120.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment or substitution of other securities of the Company in place of the Preferred Shares. 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., a national banking association, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Rights certificates will be distributed. Until the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares (the date of such an announcement being a "Shares Acquisition Date"), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Shares (in either case, (i) or (ii), the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificates together with a copy of this Summary of Rights. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on August 27, 2012 (the "Final Expiration Date"), unless the Rights are earlier redeemed by the Company, as described below. If any person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. Upon occurrence of any of the events described in the immediately preceding sentence, any Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void. At any time after the occurrence of any such event and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, 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 Common Share, or one one-hundredth of a Preferred Share (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). If, after the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction in which the Common Shares are exchanged or changed, or 50% or more of the Company's consolidated assets or earning power are sold (in one transaction or a series of transactions), proper provision will be made so that each holder of a Right (other than an Acquiring Person) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have a market value of two times the exercise price of the Right. At any time prior to the earlier of (i) the tenth day after a Shares Acquisition Date, or (ii) the expiration of the Rights, the Board of Directors may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors 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 Redemption Price. The Purchase Price payable, and the number of Preferred Shares 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 Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. 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 Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. Other than those provisions relating to the principal economic terms of the Rights, 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 that do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.

Summary of Rights. On August 9, 2002, the Board of Directors of Waters Corporation (the "Company") declared a dividend of one fractional preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"), of the Company. The dividend is payable on August 27, 2002 (the "Record Date") to the stockholders of record on that date. Except as described below, each Right, when exercisable, Each Right entitles the registered holder to purchase from the Company one one-hundredth thousandth of a share of Series A Junior Participating Preferred Stock of the CompanyStock, par value $.01 .0001 per share (the "Preferred Shares"), of the Company at a price of $120.00 125.00 per one one-hundredth thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment or substitution of other securities of the Company in place of the Preferred Shares. 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., a national banking association, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Rights certificates will be distributedadjustment. Until the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares (the date of such an announcement being a "Shares Acquisition Date"), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Shares (in either case, (i) or (ii), the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificates together certificate with a copy of this Summary of RightsRights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Shares as of the close Close of business Business on the Distribution Date, Date and the such separate Rights Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on August 27April 30, 2012 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case as described below. If any person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. Upon occurrence of any of the events described in the immediately preceding sentence, any Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void. At any time after the occurrence of any such event and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, 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 Common Share, or one one-hundredth of a Preferred Share (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). If, after the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction in which the Common Shares are exchanged or changed, or 50% or more of the Company's consolidated assets or earning power are sold (in one transaction or a series of transactions), proper provision will be made so that each holder of a Right (other than an Acquiring Person) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have a market value of two times the exercise price of the Right. At any time prior to the earlier of (i) the tenth day after a Shares Acquisition Date, or (ii) the expiration of the Rights, the Board of Directors may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors 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 Redemption Price. The Purchase Price payable, and the number of Preferred Shares 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 Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then- current market price of the Preferred Shares, Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths one- thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 1000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 1000 times the payment made per Common Share. Each Preferred Share will have 100 1000 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 1000 times the amount received per Common Share. These rights are protected by customary anti-dilution antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that, following the Distribution Date, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding Common Shares proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares (or cash, other securities or property) having a market value of two times the exercise price of the Right. At any time after the acquisition by a 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 50% or more of the outstanding Common Shares, the Board of Directors of the 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 Common Share (or a fraction of a Preferred Share having equivalent market value) per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least one percent (1% %) in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. Other than those provisions relating to At any time within ten (10) business days after a person or group of affiliated or associated persons acquire beneficial ownership of 15% or more of the principal economic terms outstanding Common Shares (unless the Board of Directors extends such ten-day period), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). The redemption of the rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, any the right to exercise the Rights will terminate and the only right of the provisions holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights Agreement may be amended by the Board of Directors of the Company prior 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) any percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after a Distribution Date. After the Distribution Date, the provisions of the Rights Agreement Date no such amendment may be amended by the Board in order to cure any ambiguity, to make changes that do not adversely affect the interests of the holders of Rights (excluding the interests Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of any Acquiring Person)the Company, including, without limitation, the right to vote or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemablereceive dividends.

Summary of Rights. On August April 9, 2002, the Board of Directors of Waters Corporation Hydril Company (the "Company") declared a dividend of one fractional preferred share purchase right (a "Right") for each outstanding share of common stockthe Company's Common Stock, par value $.01 .50 per share ("Common Stock"), and Class B Common Stock, par value $.50 per share ("Class B Common Stock" and, together with the Common Stock, the "Common Shares"), of the Company. The dividend is payable on August 27, 2002 (the "Record Date") to the stockholders of record at the Close of Business on that dateApril 12, 2002. Except as described below, each Right, when exercisable, Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Fractional Share") of Series A Junior Participating Preferred Stock of the CompanyStock, par value $.01 1.00 per share (the "Preferred SharesStock"), at a purchase price of $120.00 100 per one one-hundredth of a Preferred Share Fractional Share, subject to adjustment (the "Purchase Price"), subject to adjustment or substitution of other securities of the Company in place of the Preferred Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of April 9, 2002 as it may from time to time be supplemented or amended (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., a national banking associationMellon Investor Services LLC, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing outstanding shares of Common Shares then outstandingStock and Class B Common Stock, and no separate certificates for the Rights certificates ("Rights Certificates") will be distributed. Until The Rights will separate from the Common Stock and Class B Common Stock and a "Distribution Date" will occur, with certain exceptions, upon the earlier to occur of (i) 10 business ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired has acquired, or obtained the right to acquire, beneficial ownership of (a) 15% or more of the outstanding shares of Common Stock or (b) Common Shares that have the right to cast 15% or more of the votes that may be cast by all outstanding Common Shares for the election of directors of the Company (the date of such an the announcement being a the "Shares Stock Acquisition Date"), or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which that would result in a person's becoming an Acquiring Person. In certain circumstances, the beneficial ownership Distribution Date may be deferred by the Board of Directors. Certain inadvertent acquisitions will not result in a person's becoming an Acquiring Person. The Company, its subsidiaries, its employee benefit plans and related entities and certain persons enumerated in the Rights Agreement that currently hold in excess of 15% of the Company's Class B Common Stock or are related to such holders of in excess of 15% of the Company's Class B Common Stock are exempted from the definition of Acquiring Person. No other person or group of affiliated or associated persons that is the beneficial owner of (a) 15% or more of such the outstanding shares of Common Stock or (b) Common Shares that have the right to cast 15% or more of the votes that may be cast by all outstanding Common Shares (for the election of directors of the Company at the time of the adoption of the Rights Agreement, will become an Acquiring Person unless and until certain increases in either casesuch person's beneficial ownership occur or are deemed to occur. Until the Distribution Date, (ia) or (ii), the "Distribution Date"), the Rights will be evidenced, with respect to any of evidenced by the Common Share certificates outstanding as of the Record Date, by such Common Share certificates (together with a copy of this Summary of Rights. The Rights Agreement provides that, until or bearing the Distribution Date, the Rights notation referred to below) and will be transferred with and only with the such Common Shares. Until the Distribution Date Share certificates, (or earlier redemption or expiration of the Rights), b) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares April 12, 2002 will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), c) the surrender for transfer of any certificates certificate for Common Shares outstanding as of the Record Date, even (with or without such notation or a copy of this Summary of Rights being attached thereto, Rights) will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the Close of Business on April 9, 2012, unless earlier redeemed or exchanged by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") Certificates will be mailed to holders of record of the Common Shares as of the close Close of business Business on the Distribution Date and, from and after the Distribution Date, and the separate Rights Certificates alone will evidence represent the Rights. The Rights are not exercisable until All Common Shares issued prior to the Distribution DateDate will be issued with Rights. The Rights Common Shares issued after the Distribution Date in connection with certain employee benefit plans or upon conversion of certain securities will expire on August 27, 2012 (the "Final Expiration Date"), unless the Rights are earlier redeemed be issued with Rights. Except as otherwise determined by the CompanyBoard of Directors, as described belowno other Common Shares issued after the Distribution Date will be issued with Rights. If any In the event (a "Flip-In Event") that a person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive receive, upon exercise that of such Right, a number of shares of Common Shares Stock (or, in certain circumstances, cash, property or other securities of the Company) having a market value of Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Upon Notwithstanding the foregoing, following the occurrence of any of the events described in the immediately preceding sentenceTriggering Event, any all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void. At any time after the occurrence of any such event and prior or transferred to the acquisition by such person or group of 50% or more of the outstanding Common Shares, 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 Common Share, or one one-hundredth of a Preferred Share (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). If, after the first date of public announcement by the Company or an Acquiring Person that (or by certain related parties) will be null and void in the circumstances set forth in the Rights Agreement. In the event (a "Flip-Over Event") that, at any time from and after the time an Acquiring Person has become becomes such, (i) the Company is involved acquired in a merger or other business combination transaction in which the Common Shares are exchanged or changedtransaction, or (ii) 50% or more of the Company's consolidated assets assets, cash flow or earning power are is sold (in one transaction or a series of transactions)transferred, proper provision will be made so that each holder of a Right (other than an Acquiring Personexcept Rights that are voided as set forth above) will shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Rightexercise, that a number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have having a market value of Current Market Price equal to two times the exercise price of the Right. At any time Flip-In Events and Flip-Over Events are collectively referred to as "Triggering Events." The number of outstanding Rights associated with a Common Shares, or the number of Fractional Shares of Preferred Stock issuable upon exercise of a Right and the Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares occurring prior to the earlier of (i) the tenth day after a Shares Acquisition Distribution Date, or (ii) the expiration of the Rights, the Board of Directors may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors 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 Redemption Price. The Purchase Price payable, and the number of Fractional Shares of Preferred Shares 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, certain transactions affecting the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common ShareStock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of amount to at least 1% in such of the Purchase Price. No fractional shares of Preferred Shares (other than fractions which Stock that are not integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will Fractional Share are required to be issued and upon exercise of Rights and, in lieu thereof, an adjustment in cash will may be made based on the market price of the Preferred Shares Stock on the last trading day date prior to the date of exercise. Other than those provisions relating Pursuant to the principal economic terms of the RightsRights Agreement, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company reserves the right to require prior to the Distribution Date. After the Distribution Dateoccurrence of a Triggering Event that, the provisions upon any exercise of the Rights Agreement may be amended by the Board in order to cure any ambiguityRights, to make changes that do not adversely affect the interests of holders a number of Rights (excluding the interests be exercised so that only whole shares of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall Preferred Stock will be made at such time as the Rights are not redeemableissued.

Summary of Rights. On August 9The Board of Managers of Hercules Offshore, 2002LLC, a Delaware limited liability company that became a Delaware corporation named “Hercules Offshore, Inc.” (the “Company”) as a result of a conversion of the Company effective November 1, 2005, which Board of Managers became the Board of Directors of Waters Corporation the Company (the "Company"in its status as a corporation) declared as a dividend result of such conversion, took action so that one fractional preferred share purchase right (a "“Right"”) for is associated with each outstanding share of common stockthe Company’s Common Stock, par value $.01 per share (the "“Common Shares"Stock”), of the Company. The dividend is payable on August 27, 2002 (the "Record Date") to the stockholders of record on that date. Except as described below, each Right, when exercisable, Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Fractional Share”) of Series A Junior Participating Preferred Stock of the CompanyStock, par value $.01 0.01 per share (the "“Preferred Shares"Stock”), at a purchase price of $120.00 90 per one one-hundredth of a Preferred Share (the "Purchase Price")Fractional Share, subject to adjustment or substitution of other securities of (the Company in place of the Preferred Shares“Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as of October 31, 2005 as it may from time to time be supplemented or amended (the "“Rights Agreement"”) between the Company and EquiServe American Stock Transfer & Trust Company, N.A., a national banking association, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing outstanding shares of Common Shares then outstandingStock, and no separate certificates for the Rights certificates (“Rights Certificates”) will be distributed. Until The Rights will separate from the Common Stock and a “Distribution Date” will occur, with certain exceptions, upon the earlier to occur of (i) 10 business ten days following a public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) have acquired has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Shares Stock (the date of such an the announcement being a "Shares the “Stock Acquisition Date"”), or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which that would result in a person’s becoming an Acquiring Person. For purposes of the beneficial ownership by a definition of “Acquiring Person,” none of XX Xxxxxxxx Holdings, LP, Xxxxxxxxx Capital Partners, L.P., nor any person or group of 15% affiliated or more associated persons thereof will be or become an Acquiring Person. In certain circumstances, the Distribution Date may be deferred by the Board of such outstanding Directors. Certain inadvertent acquisitions will not result in a person’s becoming an Acquiring Person if the person promptly divests itself of sufficient Common Shares (in either caseStock. Until the Distribution Date, (ia) or (ii), the "Distribution Date"), the Rights will be evidenced, with respect to any of evidenced by the Common Share Stock certificates outstanding as of the Record Date, by such Common Share certificates (together with a copy of this Summary of Rights. The Rights Agreement provides that, until or bearing the Distribution Date, the Rights notation referred to below) and will be transferred with and only with the such Common Shares. Until the Distribution Date Stock certificates, (or earlier redemption or expiration of the Rights), b) new Common Share Stock certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), c) the surrender for transfer of any certificates certificate for Common Shares outstanding as of the Record Date, even Stock (with or without such notation or a copy of this Summary of Rights being attached thereto, Rights) will also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on October 31, 2015, unless earlier redeemed or exchanged by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") Certificates will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date and, from and after the Distribution Date, and the separate Rights Certificates alone will evidence represent the Rights. The Rights are not exercisable until All shares of Common Stock issued prior to the Distribution DateDate will be issued with Rights. The Rights Shares of Common Stock issued after the Distribution Date in connection with certain employee benefit plans or upon conversion of certain securities will expire on August 27, 2012 (the "Final Expiration Date"), unless the Rights are earlier redeemed be issued with Rights. Except as otherwise determined by the CompanyBoard of Directors, as described belowno other shares of Common Stock issued after the Distribution Date will be issued with Rights. If any In the event (a “Flip-In Event”) that a person becomes an Acquiring Personthe beneficial owner of 15% or more of the then outstanding shares of Common Stock (except pursuant to a tender or exchange offer for all outstanding shares of Common Stock at a price and on terms that a majority of the independent directors of the Company determines to be fair to and otherwise in the best interests of the Company and its stockholders (a “Permitted Offer”)), each holder of a Right will thereafter have the right to receive receive, upon exercise that of such Right, a number of shares of Common Shares Stock (or, in certain circumstances, cash, property or other securities of the Company) having a market value of Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Upon Notwithstanding the foregoing, following the occurrence of any of the events described in the immediately preceding sentenceTriggering Event, any all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any or transferred to an Acquiring Person shall immediately become (or by certain related parties) will be null and voidvoid in the circumstances set forth in the Rights Agreement. At any time after However, Rights are not exercisable following the occurrence of any Flip-In Event until such event and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors may exchange time as the Rights (other than Rights owned are no longer redeemable by such person or group which have become void), in whole or in partthe Company as set forth below. For example, at an exchange ratio exercise price of one Common Share$90 per Right, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per each Right (subject to adjustment). If, after the first date of public announcement not owned by the Company or an Acquiring Person that (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $180 worth of Common Stock (or other consideration, as noted above), based upon its then Current Market Price, for $90. In the event (a “Flip-Over Event”) that, at any time from and after the time an Acquiring Person has become becomes such, (i) the Company is involved acquired in a merger or other business combination transaction in which the Common Shares are exchanged or changed(other than certain mergers that follow a Permitted Offer), or (ii) 50% or more of the Company's consolidated assets ’s assets, cash flow or earning power are is sold (in one transaction or a series of transactions)transferred, proper provision will be made so that each holder of a Right (other than an Acquiring Personexcept Rights that are voided as set forth above) will shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Rightexercise, that a number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have having a market value of Current Market Price equal to two times the exercise price of the Right. At any time Flip-In Events and Flip-Over Events are collectively referred to as “Triggering Events.” The number of outstanding Rights associated with a share of Common Stock, or the number of Fractional Shares of Preferred Stock issuable upon exercise of a Right and the Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock occurring prior to the earlier of (i) the tenth day after a Shares Acquisition Distribution Date, or (ii) the expiration of the Rights, the Board of Directors may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors 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 Redemption Price. The Purchase Price payable, and the number of Fractional Shares of Preferred Shares 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, certain transactions affecting the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common ShareStock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of amount to at least 1% in such of the Purchase Price. No fractional shares of Preferred Shares (other than fractions which Stock that are not integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will Fractional Share are required to be issued and upon exercise of Rights and, in lieu thereof, an adjustment in cash will may be made based on the market price of the Preferred Shares Stock on the last trading day date prior to the date of exercise. Other than those provisions relating Pursuant to the principal economic terms 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 days following the first 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 $.01 per Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine. After a person becomes an Acquiring Person, the right of redemption is subject to certain limitations in the Rights Agreement. 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 $.01 redemption price. The Rights Plan does not prevent a stockholder from conducting a proxy contest to remove and replace the Board with directors who then vote to redeem the Rights, if such actions are taken prior to the time that such stockholder becomes an Acquiring Person. At any time after the occurrence 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, the Company may exchange the Rights (other than Rights owned by an Acquiring Person or an affiliate or an associate of an Acquiring Person, which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other equity securities deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. 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 should 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 the common stock of the acquiring company as set forth above or are exchanged as provided in the preceding paragraph. Other than the redemption price, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to as long as the Distribution DateRights 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 in order to cure any ambiguity, defect or inconsistency, to make changes that do not materially adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust lengthen the time period governing redemption shall be made at such time as the Rights are not redeemable. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission. A copy of the Rights Agreement is available free of charge from 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. On August 9April 8, 20022021, the Board of Directors of Waters Corporation Xxxxxx Geophysical Company (the "“Company"”) declared a dividend of one fractional preferred share purchase right (a "“Right"”) for each outstanding share of common stockthe Company’s Common Stock, par value $.01 0.01 per share (the "“Common Shares"Stock”), of the Company. The dividend is payable on August 27, 2002 (the "Record Date") to the stockholders shareholders of record at the close of business on that dateApril 19, 2021. Except as described below, each Right, when exercisable, Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Fractional Share”) of Series A Junior Participating Preferred Stock of the CompanyStock, par value $.01 1.00 per share (the "Preferred Shares"Stock), at a purchase price of $120.00 12.50 per one one-hundredth of a Preferred Share (the "Purchase Price")Fractional Share, subject to adjustment or substitution of other securities of (the Company in place of the Preferred Shares“Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as of April 8, 2021 as it may from time to time be supplemented or amended (the "“Rights Agreement"”) between the Company and EquiServe American Stock Transfer & Trust Company, N.A., a national banking associationLLC, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing outstanding shares of Common Shares then outstandingStock, and no separate certificates for the Rights certificates (“Rights Certificates”) will be distributed. Until The Rights will separate from the Common Stock and a “Distribution Date” will occur, with certain exceptions, upon the earlier to occur of (i) 10 business ten days following a public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) have acquired has acquired, or obtained the right to acquire, beneficial ownership of 10% (or 15% in the case of a “13G Investor,” as defined in the Rights Agreement) or more of the outstanding shares of Common Shares Stock (the date of such an the announcement being a "Shares the “Stock Acquisition Date"”), or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which that would result in a person’s becoming an Acquiring Person. In certain circumstances, the beneficial ownership 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, any person or group of affiliated or associated persons is the beneficial owner of 10% (or 15% in the case of a 13G Investor) or more of the outstanding shares of Common Stock, such outstanding Common Shares (person shall not become an Acquiring Person unless and until certain increases in either casesuch person’s beneficial ownership occur or are deemed to occur. Until the Distribution Date, (ia) or (ii), the "Distribution Date"), the Rights will be evidenced, with respect to any of evidenced by the Common Share Stock certificates outstanding as of the Record Date, by such Common Share certificates (together with a copy of this Summary of Rights. The Rights Agreement provides that, until or bearing the Distribution Date, the Rights notation referred to below) and will be transferred with and only with the such Common Shares. Until the Distribution Date Stock certificates, (or earlier redemption or expiration of the Rights), b) new Common Share Stock certificates issued after the Record Date upon transfer or new issuance of Common Shares April 19, 2021 will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), c) the surrender for transfer of any certificates certificate for Common Shares outstanding as of the Record Date, even Stock (with or without such notation or a copy of this Summary of Rights being attached thereto, Rights) will also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. If any Common Stock is held in book-entry accounts through a direct registration service of the Company’s transfer agent, the associated Rights will be evidenced and transferred as set forth in the Rights Agreement. The definition of “Acquiring Person” contained in the Rights Agreement contains several exemptions. The Rights are not exercisable until the Distribution Date and will expire at the close of business on April 7, 2022, unless earlier redeemed or exchanged by the Company as described below. Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934—are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") Certificates will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date and, from and after the Distribution Date, and the separate Rights Certificates alone will evidence represent the Rights. The Rights are not exercisable until All shares of Common Stock issued prior to the Distribution DateDate will be issued with Rights. The 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. If the Company elects to distribute any Rights by crediting book-entry accounts, such Rights will expire be credits to the book-entry accounts, separate Rights Certificates will not be issued with respect to such Rights, and any legend may be placed on August 27, 2012 the relevant direct registration transaction advice instead of on a Rights Certificate. In the event (the "Final Expiration Date"), unless the Rights are earlier redeemed by the Company, as described below. If any a “Flip-In Event”) that a person becomes an Acquiring PersonPerson (except pursuant to a tender or exchange offer for all outstanding shares of Common Stock at a price and on terms that a majority of the directors of the Company who are not, and are not representatives, nominees, Affiliates or Associates of, an Acquiring Person or the person making the offer determines to be fair to and otherwise in the best interests of the Company and its shareholders (a “Permitted Offer”)), each holder of a Right will thereafter have the right to receive receive, upon exercise that of such Right, a number of shares of Common Shares Stock (or, in certain circumstances, cash, property or other securities of the Company) having a market value of Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Upon Notwithstanding the foregoing, following the occurrence of any of the events described in the immediately preceding sentenceTriggering Event, any all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any or transferred to an Acquiring Person shall immediately become (or by certain related parties) will be null and voidvoid in the circumstances set forth in the Rights Agreement. At any time after However, Rights are not exercisable following the occurrence of any Flip-In Event until such event and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors may exchange time as 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 Common Share, or one one-hundredth of a Preferred Share (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). If, after the first date of public announcement are no longer redeemable by the Company or as set forth below. In the event (a “Flip-Over Event”) that, at any time from and after the time an Acquiring Person that an Acquiring Person has become becomes such, (i) the Company is involved acquired in a merger or other business combination transaction in which the Common Shares are exchanged or changed(other than certain mergers that follow a Permitted Offer), or (ii) 50% or more of the Company's consolidated assets ’s assets, cash flow or earning power are is sold (in one transaction or a series of transactions)transferred, proper provision will be made so that each holder of a Right (other than an Acquiring Personexcept Rights that are voided as set forth above) will shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Rightexercise, that a number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have having a market value of Current Market Price equal to two times the exercise price of the Right. At any time Flip-In Events and Flip-Over Events are collectively referred to as “Triggering Events.” The number of outstanding Rights associated with a share of Common Stock, or the number of Fractional Shares of Preferred Stock issuable upon exercise of a Right and the Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock occurring prior to the earlier of (i) the tenth day after a Shares Acquisition Distribution Date, or (ii) the expiration of the Rights, the Board of Directors may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors 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 Redemption Price. The Purchase Price payable, and the number of Fractional Shares of Preferred Shares 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, certain transactions affecting the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common ShareStock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of amount to at least 1% in such of the Purchase Price. No fractional shares of Preferred Shares (other than fractions which Stock that are not integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will Fractional Share are required to be issued and upon exercise of Rights and, in lieu thereof, an adjustment in cash will may be made based on the market price of the Preferred Shares Stock on the last trading day date prior to the date of exercise. Other than those provisions relating Pursuant to the principal economic terms 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 days following the first 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 $.01 per Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine. After a person becomes an Acquiring Person, the right of redemption is subject to certain limitations in the Rights Agreement. 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 $.01 redemption price. The Rights Agreement does not prevent a shareholder from conducting a proxy contest to remove and replace the Board of Directors with directors who then vote to redeem the Rights, if such actions are taken prior to the time that such shareholder becomes an Acquiring Person. At any time after the occurrence 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, the Company may exchange the Rights (other than Rights owned by an Acquiring Person or an affiliate or an associate of an Acquiring Person, which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other equity securities deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights should not be taxable to shareholders or to the Company, 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 as set forth above or are exchanged as provided in the preceding paragraph. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of as long as the Company prior to the Distribution DateRights are redeemable. After the Distribution DateThereafter, the provisions of the Rights Agreement may be amended by the Board of Directors in order to cure any ambiguity, defect or inconsistency, to make changes that do not materially adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust lengthen the time period governing redemption shall be made at such time as the Rights are not redeemable. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Company and 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. AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT This Amended and Restated Preferred Stock Rights Agreement, is dated as of July 27, 2001, between PMC-Sierra, Inc., a Delaware corporation, and American Stock Transfer and Trust Company. On August 9April 26, 20022001 (the "Rights Dividend Declaration Date"), the Board of Directors of Waters Corporation (the "Company") Company authorized and declared a dividend of one fractional preferred share purchase right Preferred Share Purchase Right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Share (the "Common Shares"), as hereinafter defined) of the Company. The dividend is payable Company outstanding as of the Close of Business (as hereinafter defined) on August 27May 25, 2002 2001 (the "Record Date") to the stockholders of record on that date. Except as described below), each Right, when exercisable, entitles Right representing the registered holder right to purchase from the Company one one-hundredth thousandth (0.001) of a share of Series A Junior Participating Preferred Stock (as such number may be adjusted pursuant to the provisions of the Company, par value $.01 per share (the "Preferred Shares"this Agreement), at a price of $120.00 per one one-hundredth of a Preferred Share (having the "Purchase Price")rights, subject to adjustment or substitution of other securities of the Company in place of the Preferred Shares. The description preferences and terms of the Rights are privileges set forth in a Rights Agreement the form of Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock attached hereto as Exhibit A, upon the terms and subject to the conditions herein set forth, and further authorized and directed the issuance of one Right (as such number may be adjusted pursuant to the "Rights provisions of this Agreement") with respect to each Common Share that shall become outstanding between the Company Record Date and EquiServe Trust Companythe earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined), N.A., a national banking association, as Rights Agent (and in certain circumstances after the "Rights Agent")Distribution Date. Initially, On the Rights will be attached to all certificates representing Common Shares then outstandingDividend Declaration Date, and no separate Rights certificates will be distributed. Until the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares (the date of such an announcement being a "Shares Acquisition Date"), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, LTD authorized and declared a tender offer or exchange offer the consummation dividend of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Shares (in either case, (i) or (ii), the "Distribution Date"), the Rights will be evidenced, with respect to any of the one Right for each Common Share certificates outstanding as of into which each LTD Special Share is exchangeable/redeemable on the Record Date, by and further authorized and directed the issuance of one Right (as such number may be adjusted pursuant to the provisions of this Agreement) for each Common Share certificates together with a copy into which each LTD Special Share is exchangeable/redeemable that shall become outstanding between the Record Date and the earlier of this Summary of Rights. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of and the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Expiration Date, and the separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until in certain circumstances after the Distribution Date. The Company and the Rights will expire on August 27Agent executed the Preferred Stock Rights Agreement, 2012 dated as of April 26, 2001 (the "Final Expiration Date"), unless the Rights are earlier redeemed by the Company, as described below. If any person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. Upon occurrence of any of the events described in the immediately preceding sentence, any Rights that are, or (under certain circumstances specified in the Rights Prior Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void. At any time after the occurrence of any such event and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, 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 Common Share, or one one-hundredth of a Preferred Share (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). If, after the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction in which the Common Shares are exchanged or changed, or 50% or more of the Company's consolidated assets or earning power are sold (in one transaction or a series of transactions), proper provision will be made so that each holder of a Right (other than an Acquiring Person) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have a market value of two times the exercise price of the Right. At any time prior to the earlier of (i) the tenth day after a Shares Acquisition Date, or (ii) the expiration of the Rights, the Board of Directors may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption Company and the Rights Agent desire to amend and restate the Prior Agreement and to accept the rights created herein in lieu of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors 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 Redemption Price. The Purchase Price payable, and the number of Preferred Shares 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 Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. 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 Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended provided 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 that do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Prior Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.

Summary of Rights. On August 927, 20022010, the Board of Directors of Waters Corporation (the "“Board”) of Hollysys Automation Technologies Ltd. (the “Company"”) declared a dividend distribution of one fractional preferred share purchase right (a "“Right") ” for each outstanding ordinary share of common stock, par value $.01 per share the Company (the "Common “Ordinary Shares"), ”) to shareholders of record at the Company. The dividend is payable close of business on August 27, 2002 2010 (the "“Record Date"”), effective as of September 27, 2010 (the “Effective Date”). On September 27, 2010, the Company entered into a rights agreement between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”) to (the stockholders of record “Original Rights Agreement”), and on that dateSeptember 24, 2020, the Company entered into an amended and restated rights agreement (the “Rights Agreement”), between the Company and the Rights Agent, which amended and restated in its entirety the Original Rights Agreement. Except as described set forth below, each Right, when exercisable, entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock the preferred shares of the Company, par value $.01 per share Company (the "“Preferred Shares"”), at a price of One Hundred Sixty Dollars ($120.00 160.00) per one one-hundredth of a Preferred Share (the "“Purchase Price"”), subject to adjustment or substitution of other securities of the Company in place of the Preferred Sharesadjustment. 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., a national banking association, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing Common Ordinary Shares then outstanding, and no separate Rights certificates or stock statements will be distributeddistributed or provided. Until The Rights will separate from the earlier to Ordinary Shares and a “Distribution Date” will occur upon the earliest of the following: (i) 10 business days following a public announcement that a person person, entity or group of affiliated or associated persons or entities (an "“Acquiring Person"”) have acquired has acquired, or obtained the right to acquire, beneficial ownership of securities representing fifteen percent (15% %) or more of the voting power of all securities of the Company then outstanding Common Shares and generally entitled to vote for the election of directors of the Company (“Voting Power”) (other than (A) as a result of repurchases of shares by the date Company or certain inadvertent actions by institutional or certain other shareholders, (B) the Company, any subsidiary of such an announcement being a "Shares Acquisition Date")the Company or any employee benefit plan of the Company or any subsidiary, and (C) certain other instances set forth in the Rights Agreement; or (ii) 10 ten (10) business days (or unless such later date as may be determined is extended by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person any person, entity or group of 15% affiliated or more of associated persons or entities becoming an Acquiring Person (unless such outstanding Common Shares tender offer or exchange offer is a Permitted Offer (in either case, (i) or (iidefined below), the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificates together with a copy of this Summary of Rights. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights, if applicable), new Common Share certificates issued (i) the Rights will be evidenced (x) with respect to any uncertificated Ordinary Shares outstanding as of or after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating Date, by the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration registration of the Rights)Ordinary Shares in the Company’s register of members in the names of the holders thereof, and (y) with respect to any certificates for Ordinary Shares outstanding as of or after the Record Date, by such Ordinary Share certificates, and (ii) the surrender for transfer of any certificates for Common outstanding Ordinary Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with such Ordinary Shares, and the Common registration of transfer of ownership of any uncertificated Ordinary Shares represented by will also constitute the transfer of the Rights associated with such certificateOrdinary Shares. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("“Rights Certificates"”) will be mailed to holders of record of the Common Ordinary Shares as of the close of business on the Distribution Date, and the separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable unless and until the a Distribution DateDate occurs. The Rights will expire on August the earliest of (i) September 27, 2012 2030, (ii) consummation of a merger transaction with a person, entity or group who (x) acquired Ordinary Shares pursuant to a Permitted Offer and (y) is offering in the "Final Expiration Date"), unless merger the same price per share and form of consideration paid in the Permitted Offer or (iii) redemption or exchange of the Rights are earlier redeemed by the Company, Company as described below. If any person becomes an Acquiring Person, The number of Rights associated with each holder Ordinary Share shall be proportionately adjusted in the event of a Right will thereafter have share dividend on, or a subdivision, combination or reclassification of, the right to receive Ordinary Shares. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise that number of Common the Rights are subject to adjustment from time to time (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights, options or warrants to subscribe for Preferred Shares, certain convertible securities or securities having a the same or more favorable rights, privileges and preferences as the Preferred Shares at less than the current market value of two times the exercise price of the Right. Upon occurrence of any of the events described in the immediately preceding sentence, any Rights that arePreferred Shares, or (under certain circumstances specified in iii) upon the Rights Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void. At any time after the occurrence of any such event and prior distribution to the acquisition by such person or group of 50% or more holders of the outstanding Common SharesPreferred Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends out of earnings or retained earnings) or of subscription rights, the Board of Directors may exchange the Rights options or warrants (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject those referred to adjustmentabove). IfWith certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments require an adjustment of at least one percent (1%) in such Purchase Price. In the event that, after the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction in which (whether or not the Common Shares are exchanged Company is the surviving corporation) or changed, or fifty percent (50% %) or more of the Company's consolidated ’s assets or earning power are sold (in one transaction or a series of transactions), proper provision will shall be made so that each holder of a Right (other than an Acquiring Person) will shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the RightPurchase Price, that number of ordinary shares of common stock either the Company, in the event that it is the surviving corporation of a merger or consolidation, or the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have a market value of two (2) times the exercise Purchase Price (such right being called the “Merger Right”). In the event that a person, entity or group becomes an Acquiring Person (unless pursuant to a tender offer or exchange offer for all outstanding Ordinary Shares at a price and on terms determined prior to the date of the first acceptance of payment for any of such shares by at least a majority of the Directors who are not officers of the Company and are not Acquiring Persons (or affiliated or associated persons or entities thereof) to be fair to, and in the best interests of, the Company and its shareholders (a “Permitted Offer”)), then proper provision shall be made so that each holder of a Right will, for a sixty (60) day period (subject to extension under certain circumstances) thereafter, have the right to receive upon exercise that number of Ordinary Shares (or, at the election of the Company, which election may be obligatory if sufficient Ordinary Shares are not available, a combination of Ordinary Shares, property, other securities (e.g., Preferred Shares) or cash (including by way of a reduction in the Purchase Price)) having a market value of two (2) times the Purchase Price (such right being called the “Subscription Right”). The holder of a Right will continue to have the Merger Right whether or not such holder exercises the Subscription Right. Notwithstanding the foregoing, upon the occurrence of any of the events giving rise to the exercisability of the Merger Right or the Subscription Right, any Rights that are or were at any time after the Distribution Date owned by an Acquiring Person (or affiliated or associated persons or entities thereof) shall immediately become null and void. At any time prior to the earlier to occur of (i) the tenth day after a Shares Acquisition Dateperson, entity or group becoming an Acquiring Person or (ii) the expiration of the Rights, the Board of Directors Company may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "“Redemption Price"”), which redemption shall be effective upon the action of the Board. Additionally, the Company may, following a person, entity or group becoming an Acquiring Person, redeem the then outstanding Rights in whole, but not in part, at the Redemption Price (i) if such redemption is incidental to a merger or other business combination transaction or series of transactions involving the Company but not involving an Acquiring Person (or certain related persons or entities) or (ii) following an event giving rise to, and the expiration of the exercise period for, the Subscription Right if and for as long as the Acquiring Person triggering the Subscription Right beneficially owns securities representing less than fifteen percent (15%) of the outstanding Voting Power of the Company and at the time of redemption there are no other Acquiring Persons. The redemption of Rights described in the Rights may preceding sentence shall be made effective at only as of such time on such basis and with such conditions as when the Board Subscription Right is not exercisable. Upon the effective date of Directors in its sole discretion may establish. Immediately upon any the 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 Redemption Price. The Purchase Price payableSubject to applicable law, and the number Board, at its option, may at any time after a person, group or entity becomes an Acquiring Person (but not after the acquisition by such Acquiring Person of Preferred Shares securities representing fifty percent (50%) or other securities or property issuable, upon exercise more 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 Shares, (ii) upon the grant to holders outstanding Voting Power of the Preferred Shares Company), exchange all or part of certain rights or warrants to subscribe the then outstanding and exercisable Rights (except for or purchase Preferred Rights which have become void) for Ordinary Shares at a pricerate of one Ordinary Share per Right (subject to adjustment) or, or alternatively, for substitute consideration consisting of cash, securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, Company or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or other assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to aboveany combination thereof). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Fractional Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rightsissuable; however, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. 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 Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued and in lieu thereof, Company may elect to make an adjustment in cash will be made cash, in lieu of fractional shares, based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. Other than those provisions relating to Until a Right is exercised, the principal economic terms holder thereof, as such, will have no rights as a shareholder of the RightsCompany, any of including, without limitation, the provisions right to vote or to receive dividends. While the distribution of the Rights Agreement may should not be amended by taxable to shareholders or to the Board Company, holders of Directors Rights may, depending upon the circumstances, recognize taxable income in the event (i) that the Rights become exercisable for (x) Ordinary Shares or Preferred Shares (or other consideration) or (y) ordinary shares or common stock of an acquiring company in the instance of the Company prior to the Distribution Date. After the Distribution Date, the provisions Merger Right as set forth above or (ii) of any redemption or exchange of the Rights Agreement as set forth above. The Company and the Rights Agent retain broad authority to amend the Rights Agreement; however, following any Distribution Date any amendment may be amended by the Board in order to cure any ambiguity, to make changes that do not adversely affect the interests of holders of Rights (excluding the interests Rights. A copy of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment Agreement has been filed with the Securities and Exchange Commission as an Exhibit to adjust the time period governing redemption shall be made at such time as a Registration Statement on Form 8-A. A copy of the Rights are not redeemableAgreement is available free of charge from 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. On August 9The Board of Managers of Hercules Offshore, 2002LLC, a Delaware limited liability company that became a Delaware corporation named “Hercules Offshore, Inc.” (the “Company”) as a result of a conversion of the Company effective [ ], 2005, which Board of Managers became the Board of Directors of Waters Corporation the Company (the "Company"in its status as a corporation) declared as a dividend result of such conversion, took action so that one fractional preferred share purchase right (a "“Right"”) for is associated with each outstanding share of common stockthe Company’s Common Stock, par value $.01 per share (the "“Common Shares"Stock”), of the Company. The dividend is payable on August 27, 2002 (the "Record Date") to the stockholders of record on that date. Except as described below, each Right, when exercisable, Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Fractional Share”) of Series A Junior Participating Preferred Stock of the CompanyStock, par value $.01 0.01 per share (the "“Preferred Shares"Stock”), at a purchase price of $120.00 90 per one one-hundredth of a Preferred Share (the "Purchase Price")Fractional Share, subject to adjustment or substitution of other securities of (the Company in place of the Preferred Shares“Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as of [ ], 2005 as it may from time to time be supplemented or amended (the "“Rights Agreement"”) between the Company and EquiServe American Stock Transfer & Trust Company, N.A., a national banking association, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing outstanding shares of Common Shares then outstandingStock, and no separate certificates for the Rights certificates (“Rights Certificates”) will be distributed. Until The Rights will separate from the Common Stock and a “Distribution Date” will occur, with certain exceptions, upon the earlier to occur of (i) 10 business ten days following a public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) have acquired has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Shares Stock (the date of such an the announcement being a "Shares the “Stock Acquisition Date"”), or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which that would result in a person’s becoming an Acquiring Person. For purposes of the beneficial ownership by a definition of “Acquiring Person,” none of LR-Hercules Holdings, L.P., Xxxxxxxxx Capital Partners, L.P., nor any person or group of 15% affiliated or more associated persons thereof will be or become an Acquiring Person. In certain circumstances, the Distribution Date may be deferred by the Board of such outstanding Directors. Certain inadvertent acquisitions will not result in a person’s becoming an Acquiring Person if the person promptly divests itself of sufficient Common Shares (in either caseStock. Until the Distribution Date, (ia) or (ii), the "Distribution Date"), the Rights will be evidenced, with respect to any of evidenced by the Common Share Stock certificates outstanding as of the Record Date, by such Common Share certificates (together with a copy of this Summary of Rights. The Rights Agreement provides that, until or bearing the Distribution Date, the Rights notation referred to below) and will be transferred with and only with the such Common Shares. Until the Distribution Date Stock certificates, (or earlier redemption or expiration of the Rights), b) new Common Share Stock certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), c) the surrender for transfer of any certificates certificate for Common Shares outstanding as of the Record Date, even Stock (with or without such notation or a copy of this Summary of Rights being attached thereto, Rights) will also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on [ ], 2015, unless earlier redeemed or exchanged by the Company as described below. As soon as practicable following after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") Certificates will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date and, from and after the Distribution Date, and the separate Rights Certificates alone will evidence represent the Rights. The Rights are not exercisable until All shares of Common Stock issued prior to the Distribution DateDate will be issued with Rights. The Rights Shares of Common Stock issued after the Distribution Date in connection with certain employee benefit plans or upon conversion of certain securities will expire on August 27, 2012 (the "Final Expiration Date"), unless the Rights are earlier redeemed be issued with Rights. Except as otherwise determined by the CompanyBoard of Directors, as described belowno other shares of Common Stock issued after the Distribution Date will be issued with Rights. If any In the event (a “Flip-In Event”) that a person becomes an Acquiring Personthe beneficial owner of 15% or more of the then outstanding shares of Common Stock (except pursuant to a tender or exchange offer for all outstanding shares of Common Stock at a price and on terms that a majority of the independent directors of the Company determines to be fair to and otherwise in the best interests of the Company and its stockholders (a “Permitted Offer”)), each holder of a Right will thereafter have the right to receive receive, upon exercise that of such Right, a number of shares of Common Shares Stock (or, in certain circumstances, cash, property or other securities of the Company) having a market value of Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Upon Notwithstanding the foregoing, following the occurrence of any of the events described in the immediately preceding sentenceTriggering Event, any all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any or transferred to an Acquiring Person shall immediately become (or by certain related parties) will be null and voidvoid in the circumstances set forth in the Rights Agreement. At any time after However, Rights are not exercisable following the occurrence of any Flip-In Event until such event and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors may exchange time as the Rights (other than Rights owned are no longer redeemable by such person or group which have become void), in whole or in partthe Company as set forth below. For example, at an exchange ratio exercise price of one Common Share$90 per Right, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per each Right (subject to adjustment). If, after the first date of public announcement not owned by the Company or an Acquiring Person that (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $180 worth of Common Stock (or other consideration, as noted above), based upon its then Current Market Price, for $90. In the event (a “Flip-Over Event”) that, at any time from and after the time an Acquiring Person has become becomes such, (i) the Company is involved acquired in a merger or other business combination transaction in which the Common Shares are exchanged or changed(other than certain mergers that follow a Permitted Offer), or (ii) 50% or more of the Company's consolidated assets ’s assets, cash flow or earning power are is sold (in one transaction or a series of transactions)transferred, proper provision will be made so that each holder of a Right (other than an Acquiring Personexcept Rights that are voided as set forth above) will shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Rightexercise, that a number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have having a market value of Current Market Price equal to two times the exercise price of the Right. At any time Flip-In Events and Flip-Over Events are collectively referred to as “Triggering Events.” The number of outstanding Rights associated with a share of Common Stock, or the number of Fractional Shares of Preferred Stock issuable upon exercise of a Right and the Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock occurring prior to the earlier of (i) the tenth day after a Shares Acquisition Distribution Date, or (ii) the expiration of the Rights, the Board of Directors may redeem the Rights (other than Rights owned by such person or group which have become void), in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors 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 Redemption Price. The Purchase Price payable, and the number of Fractional Shares of Preferred Shares 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, certain transactions affecting the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common ShareStock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of amount to at least 1% in such of the Purchase Price. No fractional shares of Preferred Shares (other than fractions which Stock that are not integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) will Fractional Share are required to be issued and upon exercise of Rights and, in lieu thereof, an adjustment in cash will may be made based on the market price of the Preferred Shares Stock on the last trading day date prior to the date of exercise. Other than those provisions relating Pursuant to the principal economic terms 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 days following the first 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 $.01 per Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine. After a person becomes an Acquiring Person, the right of redemption is subject to certain limitations in the Rights Agreement. 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 $.01 redemption price. The Rights Plan does not prevent a stockholder from conducting a proxy contest to remove and replace the Board with directors who then vote to redeem the Rights, if such actions are taken prior to the time that such stockholder becomes an Acquiring Person. At any time after the occurrence 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, the Company may exchange the Rights (other than Rights owned by an Acquiring Person or an affiliate or an associate of an Acquiring Person, which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other equity securities deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. 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 should 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 the common stock of the acquiring company as set forth above or are exchanged as provided in the preceding paragraph. Other than the redemption price, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to as long as the Distribution DateRights 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 in order to cure any ambiguity, defect or inconsistency, to make changes that do not materially adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust lengthen the time period governing redemption shall be made at such time as the Rights are not redeemable. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission. A copy of the Rights Agreement is available free of charge from 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.