Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) or (ii) being herein referred to as the "DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close tenth (10th) day (or such later date as may be determined by the Board before the occurrence of Business on the tenth day Distribution Date) after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement (determined in accordance with Rule 14d-2(a) under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to this AgreementSection 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common Stock together Shares with or without a copy of the Summary of Rights attached, and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the transfer of any certificates representing shares Common Shares in respect of Common Stock, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of such Common Stock represented by such certificatesShares. (c) Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued , and to the extent provided in Section 22 hereof, in respect of all shares of Common Stock which are Shares issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates Subject to Section 3(a) hereof, certificates, if any, representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) Shares shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legendlegend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder a Rights Agreement between EngageGlobal Self Storage, Inc. (the "Company") and American Stock Transfer & Trust Company Company, LLC, as Rights Agent (the "Rights Agent") ), dated as of October 4January 29, 2002 2016 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)as defined in the Rights Agreement) and certain related persons, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificatesCommon Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares that are no longer outstanding. Notwithstanding the foregoingthis Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close close of Business business on the tenth Business Day day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company’s Board of Directors prior to such time as any Person becomes an Acquiring Person, Directors) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or employee stock ownership plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or employee stock ownership plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is first published or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange ActRights), if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATE"), “DistributionDate,” (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATES"a “RightsCertificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Effective Date, the Company will send a copy of a Summary of RightsRights to Purchase Series E Preferred Shares, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the “SummaryofRights”), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Effective Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Effective Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rightsattached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing shares of certificate for Common StockShares outstanding on the Effective Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares. As a result of the shares execution of the Original Agreement, each Common Stock represented by such certificatesShare outstanding as of the Close of Business on January 16, 1998 shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-thousandth of a share of Preferred Stock. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock that are issued this paragraph (whether originally issued or from the Company's treasuryc)) after the Record Effective Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Rights Date shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed also to be certificates for Rights, Rights and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder a Rights Agreement between Engage, Inc. (the "Company") Hawk Corporation and American Continental Stock Transfer & Trust Company (the "Company, as Rights Agent") , dated as of October 4January 16, 2002 1998 (the "Rights Agreement"“RightsAgreement”), as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyHawk Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Hawk Corporation will mail to the holder of this certificate a copy summary of the Rights Agreement, Agreement (as in effect on the date of mailing, ) without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON Rights that are or were beneficially owned by Acquiring Persons or their Affiliates or Associates (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Effective Date but prior to the Distribution Date, any Rights associated with such certificates. Notwithstanding Common Shares shall be deemed cancelled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability of any part of this Agreement or the rights of any holder of the RightsCommon Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Stock for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer that, if upon consummation thereof for consummated, would result in such Person, alone or together with its Affiliates and Associates, becoming an Acquiring Person (including any such date which is after the maximum number date of shares that may be purchased thereunder, such Person would be this Agreement and prior to the Beneficial Owner of 15% or more issuance of the shares of Common Stock then outstanding (Rights; the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the name of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rightsattached thereto. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofRights), the surrender for transfer of any certificates representing shares of certificate for Common StockStock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatescertificate. (c) Rights shall be Certificates for Common Stock which become outstanding (including, without limitation, shares issued in respect out of all shares treasury and certificates issued upon transfer or exchange of Common Stock that are issued (whether originally issued or from the Company's treasuryStock) after the Record Date Date, but prior to the earlier earliest of the Distribution Date or the Expiration Date. redemption, expiration or termination of the Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed also to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder a Rights Agreement between Engage, Inc. Bellwether Exploration Company (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") ), dated as of October 4September 12, 2002 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyCompany and the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)as such terms are defined in the Rights Agreement) whether currently held by or on behalf of such Person or by any subsequent holder, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." may be null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) the Expiration Dateearlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding If the foregoingCompany purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the omission of a legend Company shall not affect be entitled to exercise any rights associated with the enforceability shares of any part of this Agreement or the rights of any holder of the RightsCommon Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date (or, if the tenth calendar day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% twenty percent (20%) or more of the shares of Common Stock then outstanding (the earlier of (i) or (ii) being herein referred to as the "DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageAlloy, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4April 14, 2002 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day after the latest of (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, after A) the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding outstanding, or (B) the date upon which all regulatory approvals required for the acquisition of stock pursuant to the tender or exchange offer referred to in clause (A) have been obtained or waived, or (C) the date upon which any approval required of the security holders of the Person publishing or sending or giving the tender or exchange offer referred to in clause (A), for the acquisition of stock pursuant to such tender or exchange offer, is obtained or waived (the earlier earliest of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(o) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as EXHIBIT Exhibit C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the transfer of any certificates representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following certificates issued after the date hereof Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageMaxim Pharmaceuticals, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4June 15, 2002 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding In the foregoingevent that the Company purchases or acquires any Common Stock of the Company after the Record Date but before the Distribution Date, any Rights associated with such Common Stock of the omission of a legend Company shall be deemed cancelled and retired so that the Company shall not affect be entitled to exercise any Rights associated with the enforceability of any part of this Agreement or the rights of any holder Common Stock of the RightsCompany which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of earliest of: (i) the Close close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business business on the tenth Business Day after the Shares Acquisition Date; or (or, if such ii) the tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), (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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, if upon any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation thereof for the maximum number of shares that may be purchased thereunder, such which would result in any Person would be becoming the Beneficial Owner of Common Shares aggregating 15% or more of the shares of Common Stock then outstanding Common Shares (including any such date which is after the earlier date of (i) or (ii) this Agreement and prior to the issuance of the Rights; the earliest of such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), ): (x) no Right may be exercised; (y) the Rights will shall be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificates, and ; and (yz) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date Date, the Company shall prepare and upon receipt of all necessary informationexecute, the Rights Agent will shall countersign, and the Company shall send or cause to be sent (and the Rights Agent shall, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will shall send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for Common Shares registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights attached thereto and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofRights), the surrender for transfer of any certificates representing shares of certificate for Common StockShares outstanding on the Record Date, with or even without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificatescertificate. (c) Rights shall be Certificates issued in respect of all shares for Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Stock that are issued (whether originally issued or from the Company's treasuryShares) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights Date shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed also to be certificates for RightsRights and shall have impressed on, and commencing as soon as reasonably practicable following the date hereof shall bear printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder a Rights Agreement between EngageUroMed Corporation and State Street Bank and Trust Company, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4June 26, 2002 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyUroMed Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company UroMed Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTAs described in the Rights Agreement, RIGHTS ISSUED TOunder certain circumstances, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON Rights issued to Acquiring Persons (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOIDas defined in the Rights Agreement) or certain related persons and any subsequent holder of such Rights may become null and void." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificates. Notwithstanding Common Shares shall be deemed cancelled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability of any part of this Agreement or the rights of any holder of the RightsCommon Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit A hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to the adjustment as provided herein. In the event that an adjustment in the number provisions of Rights per share Section 11 of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of RightsRights to Purchase Common Shares, in substantially the form attached of Exhibit B hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock together with the Summary of Rights and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date (or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.the

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business business on the tenth Business Day after the Stock Acquisition Date, (or, if such ii) the close of business on the tenth Business Day occurs before after the Record Date, the Close latest of Business on the Record Date), 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, after (A) the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding outstanding, or (B) the date upon which all regulatory approvals required for the acquisition of stock pursuant to the tender or exchange offer referred to in clause (A) have been obtained or waived, or (C) the date upon which any approval required of the security holders of the Person publishing or sending or giving the tender or exchange offer referred to in clause (A), for the acquisition of stock pursuant to such tender or exchange offer, is obtained or waived or (iii) the close of business on the tenth Business Day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) or ), (ii) and (iii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights rights, certificates, in substantially the form specified in Section 4 hereof of Exhibit A hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(o) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as EXHIBIT CExhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates.Record (c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following certificates issued after the date hereof Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. First American Corporation (the "Company") and American Stock Transfer & First Chicago Trust Company of New York (the "Rights Agent") dated as of October 4July 16, 2002 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates Certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close tenth (10th) day (or such later date as may be determined by the Board before the occurrence of Business on the tenth day Distribution Date) after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement (determined in accordance with Rule 14d-2(a) under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to this AgreementSection 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common Stock together Shares with or without a copy of the Summary of Rights attached, and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the transfer of any certificates representing shares Common Shares in respect of Common Stock, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of such Common Stock represented by such certificatesShares. (c) Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued , and to the extent provided in Section 22 hereof, in respect of all shares of Common Stock which are Shares issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates Subject to Section 3(a) hereof, certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) Shares shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legendlegend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder a Rights Agreement between Engage, Inc. Bexil Corporation (the "“Company"”) and American Stock Transfer & Trust Company Company, as Rights Agent (the "“Rights Agent") ”), dated as of October 4November 10, 2002 2005 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)as defined in the Rights Agreement) and certain related persons, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificatesCommon Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares that are no longer outstanding. Notwithstanding the foregoingthis Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until One Right shall be associated with each share of Common Stock outstanding on the Record Date, each additional share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date and the Expiration Date (as such term is defined in Section 7 hereof) and each additional share of Common Stock with which Rights are issued after the Distribution Date but prior to the Expiration Date as provided in Section 23; provided, however, that if the number of outstanding Rights are combined into a smaller number of outstanding Rights pursuant to Section 11(a), the appropriate fractional Right determined pursuant to such Section shall thereafter be associated with each such share of Common Stock. (b) Upon the earlier of of: (i) the Close of Business business on the tenth day after the Stock Acquisition Date Date, or (orii) the tenth Business Day (or such specified or unspecified later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) of a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights (or if the tenth day Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the Close of Business business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the Date))(the earlier of such dates in clauses (i) or and (ii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.,

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) ), or (ii) the Close of Business business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, shall determine) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the earlier of commencement by any Person (other than an Exempted Person) of, or the Company, any Subsidiary first public announcement of the Companyintention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any employee benefit plan Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planRights) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors. As soon as practicable after the Distribution Date Date, the Company shall prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT CExhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Companytransfer agent. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered record holders of the Common Stock shall also be the registered record holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the transfer of any certificates representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (d) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent , and, in certain circumstances provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) this Agreement, after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, Rights and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. Quest Resource Corporation (the "Company") and American Stock Transfer & Trust Company UMB Bank, n.a., a national banking organization (the "Rights Agent") ), dated as of October 4May 31, 2002 2006, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor Beneficially Owned or held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently Beneficially Owned or held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered record holders of Common Stock shall also be the registered record holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding the foregoingthis paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, or if the tenth Board so authorizes, by majority vote during such 20-day after the Stock Acquisition Date occurs before the Record Dateperiod, the Close of Business on the Record Datetwentieth day after the Shares Acquisition Date or at such earlier time as the Board designates) or and (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) or and (ii) above being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date Date, the Company will notify the Rights Agent thereof and upon receipt of all necessary informationthe Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesan Amended Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On, or shortly after the Record Date, the Company will send sent a copy of a summary of rights (the "Original Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail") to Purchase Preferred Stock, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. Promptly after the date hereof, the Company will send a copy of an amended and restated Summary of Rights in substantially the form of Exhibit C hereto (the "Amended and Restated Summary of Rights"), to each record holder of shares of Common Stock as of the Close of Business on a record date chosen by the Board of Directors. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Original Summary of Rights Rights, or Amended and Restated Summary of Rights, as the registered holders of the Common Stock shall also be the registered holders of the associated Rightscase may be, attached thereto. Until the earlier of the Distribution Date (or the Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing certificate for shares of Common StockStock outstanding on or after the Record Date, with or without a copy of the Original Summary of Rights, or Amended and Restated Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Rights shall be issued in respect of all Certificates for shares of Common Stock that are issued which become outstanding (whether originally issued or from including, without limitation, reacquired shares of Common Stock referred to in the Company's treasurylast sentence of this paragraph (c)) after the Record Amendment Date but prior to the earlier of the Distribution Date or and the Expiration Date. Rights Date shall also be issued have impressed on, printed on, written on or otherwise affixed to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder an Amended and Restated Rights Agreement between EngageP-COM, Inc. (the "Company") INC. and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4BANKBOSTON, 2002 N.A. (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyP-COM, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company P- COM, INC. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TOas set forth in the Rights Agreement, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON Rights issued to any Person who becomes an Acquiring Person (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such certificates. Notwithstanding shares of Common Stock shall be deemed cancelled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability shares of any part of this Agreement or the rights of any holder of the RightsCommon Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close tenth (10th) day (or such later date as may be determined by the Board before the occurrence of Business on the tenth day Distribution Date) after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement (determined in accordance with Rule 14d-2(a) under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-first- class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to this AgreementSection 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates.Common (c) Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued , and to the extent provided in Section 22 hereof, in respect of all shares of Common Stock which are Shares issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates Subject to Section 3(a) hereof, certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) Shares shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to legend if such certificates containing are issued after the foregoing legend, until Record Date but prior to the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.:

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by holding Common Shares of the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender offer or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock also shall be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights and the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records Shares of the Company, one provided, however, that if a tender offer or more rights certificates, in exchange offer is terminated prior to the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share occurrence of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the a Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the then no Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.occur as

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, Board) after the date that a tender offer or exchange offerof the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, or an intention to make a tender offer or exchange offerif no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in such Person becoming an Acquiring Person (including any such date which is first published on or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Rights) (the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Company shall provide the Rights Agent will send with a list of holders of Common Stock and the Rights Agent shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As . The Company shall promptly as practicable notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Promptly following the Record Date, the Company will shall send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT CExhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofhereinafter defined), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall deemed also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights "Rights" as set forth in the Stockholder a Rights Agreement between Engage, Inc. California Micro Devices Corporation (the "Company") and American Stock Transfer & Trust Company Mellon Investor Services LLC (the "Rights Agent") dated as of October 4September 24, 2002 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TORights "Beneficially Owned" by "Acquiring Persons" (as such terms are defined in the Rights Agreement) or certain related parties, OR HELD BYas well as subsequent holders of such Rights, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificate.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) or ), (ii) the Close close of Business business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, shall determine) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct or a public announcement is made by any such Person of such Person's intention to commence a tender or exchange offer, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) or ), (ii) and (iii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent Agent, at the expense of the Company, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, Rights to purchase preferred stock in substantially the form attached hereto as EXHIBIT Cof Exhibit C hereto, (the "Summary of Rights") by first-first class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business Business, on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with a copy of the Summary of Rights attached thereto and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the surrender for transfer of any certificates representing for shares of Common StockStock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent Date or in certain circumstances provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) hereof, after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageNational Surgery Centers, Inc. (the "Company") and American Stock Transfer & ▇▇▇▇▇▇ Trust Company and Savings Bank (the "Rights Agent") ), dated as of October 4December 22, 2002 1997, as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date any Rights associated with such shares of Common Stock shall be deemed canceled and retired. Notwithstanding the foregoingthis paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, after the date that a tender offer or exchange offerof the commencement of, or an intention to make a tender offer or exchange offer, by first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, or any employee benefit plan of the Company or any of any Subsidiary of the Company, its subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant to the terms administrator of any such planplan in its capacity as such) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person, or (iii) twenty Business Days prior to the date on which a Transaction is first published reasonably expected to become effective or sent or given within be consummated (including any such date which is after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under Rights; the Exchange Act, if upon consummation thereof for the maximum number earliest of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) or (ii) dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, then no Distribution Date shall occur as a result of that tender or exchange offer. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Upon the request of the holder of any shares of Common Stock or, after the Distribution Date, the holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (c) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock or certificates issued upon conversion of the Company's 5% Convertible Subordinated Debentures due September 15, 2026 (the "Convertible Debentures") or the $2.50 Term Convertible Securities, Series A (the "Trust Preferred Securities") issued by Wendy's Financing I, a statutory business trust created under the laws of the State of Delaware ("Wendy's Financing")) after the date of this Agreement, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofhereinafter defined), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall deemed also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder an Amended and Restated Rights Agreement between EngageWendy's International, Inc. (the "Company") and American Stock Transfer & and Trust Company (the "Rights Agent") dated as of October 4December 8, 2002 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Wendy's International, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Wendy's International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within fifteen days after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON Rights issued to Acquiring Persons (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." as defined in the Rights Agreement) or certain related persons and any subsequent holder of such Rights may become null and void with respect to certain rights set forth in Section 11(a)(ii) and Section 13(a) of the Rights Agreement. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. Notwithstanding If the foregoingCompany purchases or otherwise acquires shares of Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the omission of a legend Company shall not affect be entitled to exercise any Right associated with the enforceability shares of any part of this Agreement or Common Stock no longer outstanding. (d) Prior to the rights of any holder Expiration Date (as such term is hereinafter defined) and after the Distribution Date, certificates issued for Common Stock, upon conversion of the RightsConvertible Debentures of the Company, or upon conversion of the Trust Preferred Securities of Wendy's Financing shall, as soon as practicable, be accompanied by one Rights Certificate evidencing one Right for each share of Common Stock so issued.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) ), or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and with respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, or in the case of certificated shares, by such certificates registered in the names of the holders thereof; and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mailExhibit C (the “Summary of Rights”), to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier earliest of the Distribution Date or Date, the Expiration Date (as such term is defined in Section 7 hereof)) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, with or without and, in either case, regardless of whether a copy of the Summary of RightsRights is submitted with the surrender or request for transfer), in respect of which Rights have been issued, shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's ’s treasury) after the Distribution Close of Business on the Record Date and but prior to the earliest of the Distribution Date, the Expiration DateDate or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights. (d) Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and commencing as soon as reasonably practicable following in the date hereof case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date, shall bear a legend substantially in the following legendform: "“This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Tax Benefit Preservation Plan Rights Agreement between Engage, Inc. IEC Electronics Corp. (the "“Company"”) and American Stock Registrar and Transfer & Trust Company Company, as rights agent (the "“Rights Agent") ”), dated as of October 4July 31, 2002 2014, as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOIDmay become null and void." ” With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoingforegoing legend, until the earliest of the Distribution Date, the omission Redemption Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the transfer of any part of this Agreement or such Common Stock shall also constitute the rights of any holder transfer of the RightsRights associated with such shares of Common Stock.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or involving an Acquiring Person that has become such in a transaction as to which a Requisite Majority has not made the determination specified in SECTION 11(a)(ii)(B); (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, determines) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding outstanding; or (iii) the Close of Business on the tenth Business Day after a Person has become an Adverse Person (the earlier of the times referred to in CLAUSES (i) or ), (ii), and (iii) being herein referred to as the "DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesRights Certificates, in substantially the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), of EXHIBIT B evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSECTION 11(p), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as of EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofSECTION 7), the transfer of any certificates representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, shall which Rights have been issued will also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall will also be deemed to be certificates for RightsRights and, and commencing as soon as reasonably practicable following after the date hereof shall Record Date, the Company will cause all newly issued certificates representing its Common Stock to bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN MIKOHN GAMING CORPORATION (THE "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "CompanyCOMPANY") and American Stock Transfer & Trust Company AND U.S. STOCK TRANSFER CORPORATION (the THE "Rights AgentRIGHTS AGENT") dated as of October 4DATED AS OF JUNE 14, 2002 1999 (the AS AMENDED FROM TIME TO TIME, THE "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company will mail to the holder of this certificate a copy of the Rights AgreementTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, as in effect on the date of mailingAS IN EFFECT ON THE DATE OF MAILING, without charge promptly after receipt of a written request thereforWITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS WAS, OR BECOMES AN ACQUIRING PERSON OR AN ADVERSE PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR AN ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL MAY BECOME NULL AND VOID." . With respect to such stock certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall will be evidenced by such certificates alone and alone, registered holders of Common Stock shall will also be the registered holders of the associated Rights, and the transfer of any of such certificates shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, after the date that a tender offer or exchange offerof the commencement of, or an intention to make a tender offer or exchange offer, by first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, or any employee benefit plan of the Company or any of any Subsidiary of the Company, its subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant to the terms administrator of any such planplan in its capacity as such) is first published to commence (which intention to commence remains in effect for five business days after such announcement), a tenderor exchange offer which would result in such Person becoming an Acquiring Person or, if such event occurs before the Record Date, the Record Date (or sent or given within such later date determined by the meaning Board of Rule 14d-2(a) Directors of the General Rules and Regulations under Company which date shall not be later than the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding date specified in (i)) (the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, then no Distribution Date shall occur as a result of that tender or exchange offer. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Upon the request of the holder of any shares of Common Stock or, after the Distribution Date, the holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (c) Certificates for the Common Stock issued (or which become outstanding) after the Effective Date (or as soon thereafter as is reasonably practicable), but prior to the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofhereinafter defined), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall deemed also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder a Rights Agreement between EngageGPU, Inc. (the "Company") and American Stock Transfer & Trust Company ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of October 4August __, 2002 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. GPU, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company GPU, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within fifteen days after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON Rights issued to Acquiring Persons (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." as defined in the Rights Agreement) or certain related persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. Notwithstanding If the foregoingCompany purchases or otherwise acquires shares of Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the omission of a legend Company shall not affect be entitled to exercise any Right associated with the enforceability shares of any part of this Agreement or the rights of any holder of the RightsCommon Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person person or entity organized, appointed or established by the Company holding Class A Stock for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, if upon any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding Class A Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation thereof for the maximum number of shares that may be purchased thereunder, such which would result in any Person would be becoming the Beneficial Owner of Class A Stock aggregating 15% or more of the shares of Common Stock then outstanding Class A Stock (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Class A Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Class A Stock. As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Class A Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Class A Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, Rights to Purchase Preferred Shares in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Class A Stock as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Class A Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof (together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights). Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing shares of Common Stockcertificate for Class A Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Class A Stock represented by such certificatesthereby. (c) Rights shall be issued Certificates for Class A Stock which become outstanding (including, without limitation, reacquired Class A Stock referred to in respect the last sentence of all shares of Common Stock that are issued this paragraph (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Redemption Date, or the Final Expiration Date. Rights Date shall also be issued have impressed on, printed on, written on or otherwise affixed to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder a Rights Agreement between EngagePMA Capital Corporation and The Bank of New York, Inc. (the "Company") and American Stock Transfer & Trust Company (the "as Rights Agent") , dated as of October 4May 3, 2002 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyPMA Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company PMA Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, as set forth in the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.Agreement,

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and upon receipt of all necessary receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mailExhibit C (the “Summary of Rights”), to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock together with the Summary of Rights and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the surrender for transfer of any certificates certificate representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's ’s treasury) after the Distribution Record Date and but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend substantially in the following legendform: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageNeenah Paper, Inc. (the "“Company"”) and American Stock Transfer & EquiServe Trust Company Company, N.A. (the "“Rights Agent"”) dated as of October 4November 30, 2002 2004, as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding In the foregoingevent the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the omission of a legend Company shall not affect the enforceability be entitled to exercise any Rights associated with shares of any part of this Agreement or the rights of any holder of the RightsCommon Stock that are not outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, Board) after the date that a tender offer or exchange offerof the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, or an intention to make a tender offer or exchange offerif no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in such Person becoming an Acquiring Person (including any such date which is first published on or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Rights) (the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Company shall provide the Rights Agent will send with a list of holders of Common Stock and the Rights Agent shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As . The Company shall promptly as practicable notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Promptly following the Record Date, the Company will shall send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT CExhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofhereinafter defined), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall deemed also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights "Rights" as set forth in the Stockholder a Rights Agreement between EngageFiberstars, Inc. (the "Company") and American Stock Transfer & Trust Company Mellon Investor Services LLC (the "Rights Agent") dated as of October 425, 2002 2006 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TORights "Beneficially Owned" by "Acquiring Persons" (as such terms are defined in the Rights Agreement) or certain related parties, OR HELD BYas well as subsequent holders of such Rights, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares solely for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares solely for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of (i) or and (ii) above being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of EXHIBIT B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to the adjustment as provided herein. In the event that an adjustment in the number provisions of Rights per share Section 11 of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send mail a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of EXHIBIT C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder as shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock together with the Summary of Rights and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier of the Distribution Redemption Date or and the Final Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing shares of certificate for Common Stock, with or without a copy of Shares outstanding on the Summary of Rights, Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificatesthereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock that are issued this paragraph (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Rights Date shall also be issued have impressed on, printed on, written on or otherwise affixed to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A STOCKHOLDER RIGHTS AGREEMENT BETWEEN EPRISE CORPORATION (THE "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "CompanyCOMPANY") and American Stock Transfer & Trust Company AND FLEET BANK N.A. C/O EQUISERVE, L.P. AS RIGHTS AGENT (the THE "Rights Agent") dated as of October 4, 2002 (the "Rights AgreementRIGHTS AGENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstancesDATED AS OF DECEMBER 18, as set forth in the Rights Agreement2000, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights AgreementAS AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), as in effect on the date of mailing, without charge promptly after receipt of a written request thereforTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL SHALL BECOME NULL AND VOID." With respect . In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesShares which are no longer outstanding. Notwithstanding the foregoingthis Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the Close of Business on the day (or such later date as may be determined by action of the Board of Directors, upon approval by a majority of the Continuing Directors) which is the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day date occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of (ii) the Board of Directors prior to such time as any Person becomes an Acquiring Person, tenth (10th) Business Day after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of fifteen percent (15% %) or more of the shares of Common Stock then outstanding (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATEDistribution Date") (except that no Distribution Date shall occur until such date as may be determined by action of the Board of Directors, upon approval by a majority of the Continuing Directors, as a result of the Cendant Offer), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.including

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”), by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign (manually or by facsimile) and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents, at the expense of the Company, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(o) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates, and the Rights will be transferable only by transfer separate from the transfer of the shares of Common Stock previously underlying such Rights. The Company shall promptly give notice in accordance with Section 25 hereof to the Rights Agent upon the occurrence of the Distribution Date and, in any event, if such notice is given orally, the Company shall confirm the same in writing on or before the next Business Day at the address provided in Section 25 hereof. Until such notice is given to the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT CExhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock and Book Entry Shares outstanding as of the Record Date, or issued subsequent to the Record date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights or Book Entry Shares, as applicable, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier earliest of the Distribution Date or Date, the Expiration Date (as such term is defined in Section 7 7(a) hereof)) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock, with or without a copy Stock and Book Entry Shares in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's ’s treasury) after the Distribution Record Date and but prior to the earliest of the Distribution Date, the Expiration DateDate or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following legendform: "“This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageInstitutional Financial Markets, Inc. (the "“Company"”) and American Stock Transfer & Trust Company Computershare Inc. (or any successor rights agent, the "“Rights Agent") ”), dated as of October 4August 3, 2002 2016 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company At the expense of the Company, the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOIDmay become null and void." ” With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates or the Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates or Book Entry Shares shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close close of Business business on the tenth Business Day day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, Directors) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of Common Stock then outstanding any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Effective Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Effective Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Effective Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rightsattached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing shares of certificate for Common StockShares outstanding on the Effective Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares. As a result of the shares execution of this Agreement on July 23, 1997, each Common Stock represented by such certificatesShare outstanding as of the Close of Business on August 4, 1997 shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-hundredth of a share of Preferred Stock. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock that are issued this paragraph (whether originally issued or from the Company's treasuryc)) after the Record Effective Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Rights Date shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed also to be certificates for Rights, Rights and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder a Rights Agreement between Engage, Inc. (the "Company") CIGNA Corporation and American Stock Transfer & First Chicago Trust Company (the "Rights Agent") of New York, dated as of October 4July 23, 2002 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyCIGNA Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company CIGNA Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)as defined in the Rights Agreement) and certain related persons, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Effective Date but prior to the Distribution Date, any Rights associated with such certificates. Notwithstanding Common Shares shall be deemed cancelled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability of any part of this Agreement or the rights of any holder of the RightsCommon Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of first to occur of: (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) or ), (ii) the Close close of Business business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors Board, prior to such time as any Person becomes has become an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make offer (other than a tender offer or exchange offer, Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct (or any comparable or successor rule), if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares Common Shares then outstanding, or (iii) the close of Common Stock then outstanding business on the tenth Business Day after a determination, pursuant to Section 11(a)(ii)(B), that a Person is an Adverse Person, (the earlier first to occur of (i) or ), (ii), and (iii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to this AgreementSection 11(p), at the time of distribution of the Rights Right Certificates, the Company shall make and notify the Rights Agent of the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights Agreement, in substantially the form attached hereto as EXHIBIT Exhibit C, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the transfer of any certificates representing shares Common Shares in respect of Common Stock, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. Certificates issued after the shares Record Date upon the transfer of Common Stock represented by such certificatesShares outstanding on the Record Date shall bear the legend set forth in Section 3(c). (c) Rights shall be issued in respect of all shares of Common Stock that Shares which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock Shares which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Stock in respect of which Rights are Shares) issued pursuant after the Record Date but prior to the first sentence earlier of this Section 3(c) the Distribution Date or the Expiration Date shall also be deemed to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageFargo Electronics, Inc. (the "Company") and American Stock Transfer & Trust Company Norwest Bank Minnesota, N.A. (the "Rights Agent") dated as of October 4February 9, 2002 2000 (the "Rights Agreement"), and as the same may be amended from time to time, the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefortherefor from such holder. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TOas set forth in the Rights Agreement, OR HELD BYRights issued to, ANY PERSON WHO ISor held by, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand any subsequent holder of such Rights, WILL BECOME NULL AND VOIDwhether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to such certificates containing the foregoing legend, until Until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates for Common Shares shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with such Common Shares, whether or not containing the foregoing legend. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the RightsShares that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or and (ii) the Close of Business on the tenth Business Day day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board Company's board of Directors directors prior to such time as any Person becomes an Acquiring Person, Person and of which later date the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Exchange Act Regulations under or of the Exchange Actfirst public announcement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) of an intention of such Person to commence, either directly or indirectly through an Affiliate, a tender offer or exchange offer on a date certain, if such Person is or upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier of the events described in clauses (i) or and (ii) of this Section 3(a) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and upon receipt of all necessary informationthe Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof attached to this Agreement as Exhibit B (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send send, or cause to be sent, a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto to this Agreement as EXHIBIT CExhibit C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the surrender for transfer of any certificates representing certificate for shares of Common Stock, with or without a copy Stock of the Summary of Rights, Company shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Rights shall be issued in respect of all Certificates evidencing shares of Common Stock that are issued of the Company which become outstanding (whether originally issued or delivered from the Company's treasury) or are otherwise transferred after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Rights Date shall also be issued have impressed on, printed on, written on or otherwise affixed to them the extent provided in Section 22 in respect of all shares of Common Stock which are issued following legend (whether originally issued or from such other legend as the Company's treasury) after Company may deem appropriate that is not inconsistent with the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence provisions of this Section 3(c) shall also be deemed to be certificates for RightsAgreement but which does not affect the rights, and commencing as soon as reasonably practicable following duties or indemnities of the date hereof shall bear the following legend: "Rights Agent): This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder a Rights Agreement between EngageWitness Systems, Inc. (the "Company") and American Stock Transfer & Trust Company (the "SunTrust Bank, as Rights Agent") , dated as of October 425, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Witness Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Witness Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TOas set forth in the Rights Agreement, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON Rights issued to any Person who becomes an Acquiring Person (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such person or by any subsequent holder, WILL BECOME NULL AND VOID." With respect may become null and void. If the Company purchases or acquires any shares of Common Stock of the Company prior to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the any Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders shares of Common Stock shall also be the registered holders of the associated Rights, Company shall be deemed cancelled and retired so that the transfer of Company shall not be entitled to exercise any of such certificates shall also constitute the transfer of the Rights associated with the any shares of Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the RightsCompany which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day business day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within after the meaning of Rule 14d-2(a) date of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, if upon any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation thereof for the maximum number of shares that may be purchased thereunder, such which would result in any Person would be becoming the Beneficial Owner of 15Common Shares aggregating 20% or more of the shares of Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date Date, the Company will promptly notify the Rights Agent thereof, and upon receipt of all necessary informationthe Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and presented with a list of the holders of record of the Common Shares by the transfer agent of the Common Shares, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa right certificate, in substantially the form specified in Section 4 hereof of Exhibit A hereto (the a "RIGHTS CERTIFICATESRight Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Right Certificates. (b) As promptly as practicable following Until the Record Date, the Company will send a copy earliest of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Redemption Date or the Final Expiration Date (as such term is defined in Section 7 hereof)Date, the transfer of any certificates representing shares of Common Stock, with or without a copy Shares of the Summary of RightsCompany shall have impressed on, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued printed on, written on or from the Company's treasury) after the Record Date but prior otherwise affixed to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights, as set forth in the Stockholder a Rights Agreement (the "Rights Agreement") between Engage, Inc. ▇. ▇. ▇▇▇▇▇ & Co. (the "Company") ), and American Stock Transfer & Trust Company The Chase Manhattan Bank (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON rights beneficially owned by an Acquiring Person or any Affiliates or Associates thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERor certain transferees thereof, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificates. Notwithstanding Common Shares shall be deemed cancelled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability of any part of this Agreement or the rights of any holder of the RightsCommon Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of first to occur of: (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) or ), (ii) the Close close of Business business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes has become an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make offer (other than a tender offer or exchange offer, Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company and holding Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct (or any comparable or successor rule), if if, upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding outstanding, or (iii) the close of business on the tenth Business Day after a determination, pursuant to Section 11(a)(ii)(B), that a Person is an Adverse Person, (the earlier first to occur of (i) or ), (ii) and (iii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates where the context so requires) and not by separate certificatesRights Certificates, and (yB) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesRights Certificates, in substantially the form specified in Section 4 hereof of Exhibit A (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following after the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Shares of Common Stock, in substantially the form attached hereto as EXHIBIT CExhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the shares of Common Stock together with the Summary of Rights and the registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the surrender for transfer of any certificates representing certificate for the shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. Certificates issued after the Record Date upon the transfer of shares of Common Stock outstanding on the Record Date shall bear the legends set forth in Section 3(c). (c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date and upon the exercise or conversion, prior to the Expiration Date, of any option or other security exercisable for or convertible into Common Stock, which option or other security is outstanding on the Distribution Date. Certificates representing such for shares of Common Stock in respect issued after the Record Date (including, without limitation, certificates issued upon transfer or exchange of which Rights are issued pursuant shares of Common Stock) but prior to the first sentence earlier of this Section 3(c) the Distribution Date or the Expiration Date, shall also be deemed to be certificates for Rightsthe associated Rights and shall have impressed on, and commencing as soon as reasonably practicable following the date hereof shall bear printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder a Rights Agreement between EngageITI Technologies, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Norwest Bank Minnesota, National Association, as Rights Agent") , dated as of October 4November 27, 2002 1996 (the "Rights Agreement"), as the same may be amended from time to time, the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefortherefor from such holder. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TOas set forth in the Rights Agreement, OR HELD BYRights issued to, ANY PERSON WHO ISor held by, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person, an Adverse Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)as defined in the Rights Agreement) and any subsequent holder of such Rights, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or any subsequent holder, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until may become null and void. Until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates for shares of Common Stock shall be evidenced by such certificates alone alone, and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by thereby, whether or not containing the foregoing legend. If the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, any Rights associated with such certificates. Notwithstanding shares of Common Stock shall be deemed cancelled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability shares of any part of this Agreement or the rights of any holder of the RightsCommon Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close close of Business business on the tenth Business Day day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, Directors) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of Common Stock then outstanding any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary information; provided, the Rights Agent will send by first-classhowever, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash if a tender offer is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but terminated prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.occurrence

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or and (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board of Directors upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring Person, Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) or and (ii) above being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date Date, the Company will notify the Rights Agent thereof and upon receipt of all necessary informationthe Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rightsattached thereto. Until the earlier of the Distribution Date (or the Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing certificate for shares of Common StockStock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all Certificates for shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.become outstanding

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.of

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) ), or (ii) the Close of Business business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, shall determine) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the earlier of commencement by any Person (other than an Exempted Person) of, or the Company, any Subsidiary first public announcement of the Companyintention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any employee benefit plan Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planRights) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors. As soon as practicable after the Distribution Date Date, the Company shall prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT CExhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Companytransfer agent. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered record holders of the Common Stock shall also be the registered record holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the transfer of any certificates representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (d) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent , and, in certain circumstances provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) this Agreement, after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, Rights and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. Meadow Valley Corporation (the "“Company"”) and American Corporate Stock Transfer & Trust Company Transfer, Inc., a Colorado corporation (the "“Rights Agent") ”), dated as of October 4February 13, 2002 2007, as it may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor Beneficially Owned or held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently Beneficially Owned or held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered record holders of Common Stock shall also be the registered record holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding the foregoingthis paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or and (ii) the Close of Business on the tenth Business Day day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board Company’s board of Directors directors prior to such time as any Person becomes an Acquiring Person, Person and of which later date the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Exchange Act Regulations under or after the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier to occur of the events described in (i) or and (ii) above being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATES"a “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the surrender for transfer of any certificates representing certificate for shares of Common Stock, with or without a copy Stock of the Summary of Rights, Company shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Rights shall be issued in respect of all Certificates evidencing shares of Common Stock that are issued of the Company which become outstanding (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.are

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, or if the tenth Board so authorizes, by majority vote during such 20-day after the Stock Acquisition Date occurs before the Record Dateperiod, the Close of Business on the Record Datetwentieth day after the Shares Acquisition Date or at such earlier time as the Board designates) or and (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) or and (ii) above being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date Date, the Company will notify the Rights Agent thereof and upon receipt of all necessary informationthe Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesan Amended Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On, or shortly after the Record Date, the Company will send sent a copy of a summary of rights (the "Original Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail") to Purchase Preferred Stock, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. Promptly after the date hereof, the Company will send a copy of an amended and restated Summary of Rights in substantially the form of Exhibit C hereto (the "Amended and Restated Summary of Rights"), to each record holder of shares of Common Stock as of the Close of Business on a record date chosen by the Board of Directors. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Original Summary of Rights Rights, or Amended and Restated Summary of Rights, as the registered holders of the Common Stock shall also be the registered holders of the associated Rightscase may be, attached thereto. Until the earlier of the Distribution Date (or the Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing certificate for shares of Common StockStock outstanding on or after the Record Date, with or without a copy of the Original Summary of Rights, or Amended and Restated Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Rights shall be issued in respect of all Certificates for shares of Common Stock that are issued which become outstanding (whether originally issued or from including, without limitation, reacquired shares of Common Stock referred to in the Company's treasurylast sentence of this paragraph (c)) after the Record Amendment Date but prior to the earlier of the Distribution Date or and the Expiration Date. Rights Date shall also be issued have impressed on, printed on, written on or otherwise affixed to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Stockholder an Amended and Restated Rights Agreement between EngageP-COM, Inc. (the "Company") INC. and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 FLEET NATIONAL BANK (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyP-COM, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company P- COM, INC. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TOas set forth in the Rights Agreement, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON Rights issued to any Person who becomes an Acquiring Person (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such certificates. Notwithstanding shares of Common Stock shall be deemed cancelled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability shares of any part of this Agreement or the rights of any holder of the RightsCommon Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth business day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or , (ii) the Close close of Business business on the tenth Business Day business day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, Directors) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding outstanding; or (iii) the close of business on the tenth business day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) or (iiiii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right Rights for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the The Company will send deliver a copy of a the Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mailExhibit C (the "Summary of Rights"), to each the record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyDate. With respect to outstanding certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, Date the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until , and, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, such certificate (with or without a copy of the Summary of Rights, ) shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be Certificates issued to the extent provided in Section 22 in respect for Common Stock (including, without limitation, upon transfer of all shares outstanding Common Stock, disposition of Common Stock which are issued (whether originally issued out of treasury stock or from the Company's treasuryissuance or reissuance of Common Stock out of authorized but unissued shares) after the Distribution Record Date and but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (including, without limitation, all such shares of Common Stock in respect of which Rights are certificates issued pursuant to the first sentence of this Section 3(cIndustrial Distribution) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Tenneco Inc. (the "Company") and American Stock Transfer & First Chicago Trust Company of New York (the "Rights Agent") dated as of October 4______ __, 2002 1996 as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associates thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing bearing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and upon receipt of all necessary receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mailExhibit C (the “Summary of Rights”), to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock together with the Summary of Rights and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the surrender for transfer of any certificates certificate representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's ’s treasury) after the Distribution Record Date and but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend substantially in the following legendform: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageNeenah Paper, Inc. (the "“Company"”) and American Stock Transfer & EquiServe Trust Company Company, N.A. (the "“Rights Agent"”) dated as of October 4, 2002 2004, as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding In the foregoingevent the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the omission of a legend Company shall not affect the enforceability be entitled to exercise any Rights associated with shares of any part of this Agreement or the rights of any holder of the RightsCommon Stock that are not outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATE"“Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and upon receipt of all necessary receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As The Company will make available, as promptly as practicable following the Record Datepracticable, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mailExhibit C (the “Summary of Rights”), to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or that become outstanding subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock together with the Summary of Rights and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof)Date, the surrender for transfer of any certificates certificate representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's ’s treasury) after the Distribution Record Date and but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend substantially in the following legendform: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. TESSCO Technologies Incorporated (the "“Company"”) and American Stock Transfer & Trust Company Mellon Investor Services LLC (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated “Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, Board) after the date that a tender offer or exchange offerof the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, or an intention to make a tender offer or exchange offerif no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in such Person becoming an Acquiring Person (including any such date which is first published on or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Rights) (the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Company shall provide the Rights Agent will send with a list of holders of Common Stock and the Rights Agent shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As . The Company shall promptly as practicable notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Promptly following the Record Date, the Company will shall send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT CExhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofhereinafter defined), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall deemed also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights "Rights" as set forth in the Stockholder a Rights Agreement between EngageFiberstars, Inc. (the "Company") and American Stock Transfer & Trust Company Mellon Investor Services LLC (the "Rights Agent") dated as of October 4September 20, 2002 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TORights "Beneficially Owned" by "Acquiring Persons" (as such terms are defined in the Rights Agreement) or certain related parties, OR HELD BYas well as subsequent holders of such Rights, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or involving an Acquiring Person that has become such in a transaction as to which a Requisite Majority has not made the determination specified in SECTION 11(a)(ii)(B); (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, determines) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding outstanding; or (iii) the Close of Business on the tenth Business Day after a Person has become an Adverse Person (the earlier of the times referred to in CLAUSES (i) or ), (ii), and (iii) being herein referred to as the "DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of EXHIBIT B (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSECTION 11(p), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as of EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofSECTION 7), the transfer of any certificates representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, shall which Rights have been issued will also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall will also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall will bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall will be evidenced by such certificates alone and registered holders of Common Stock shall will also be the registered holders of the associated Rights, and the transfer of any of such certificates shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or involving an Acquiring Person that has become such in a transaction as to which a Requisite Majority has not made the determination specified in SECTION 11(a)(ii)(B); (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, determines) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunderthereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding outstanding; or (iii) the Close of Business on the tenth Business Day after a Person has become an Adverse Person (the earlier of the times referred to in CLAUSES (i) or ), (ii), and (iii) being herein referred to as the "DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of EXHIBIT B (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSECTION 11(p), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as of EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereofSECTION 7), the transfer of any certificates representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, shall which Rights have been issued will also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesStock. (c) Rights shall will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall will also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN ANCHOR GAMING (THE "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "CompanyCOMPANY") and American Stock Transfer & Trust Company AND THE CHASE MANHATTAN BANK (the THE "Rights AgentRIGHTS AGENT") dated as of October 4DATED AS OF OCTOBER 17, 2002 1997 (the AS AMENDED FROM TIME TO TIME, THE "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company will mail to the holder of this certificate a copy of the Rights AgreementTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, as in effect on the date of mailingAS IN EFFECT ON THE DATE OF MAILING, without charge promptly after receipt of a written request thereforWITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS WAS, OR BECOMES AN ACQUIRING PERSON OR AN ADVERSE PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR AN ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL MAY BECOME NULL AND VOID." . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall will be evidenced by such certificates alone and registered holders of Common Stock shall will also be the registered holders of the associated Rights, and the transfer of any of such certificates shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth (10th) day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Shares Acquisition Date occurs before the Record Date, the Close close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is of, or of the first published public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or sent of any Subsidiary of the Company or given any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon the consummation thereof for the maximum number of shares that may be purchased thereunder, such which would result in any Person would be becoming the Beneficial Owner of Common Shares aggregating fifteen percent (15% %) or more of the shares of Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) or (ii) such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date Date, the Company will prepare and upon receipt of all necessary informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send, at the expense of the Company) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rightsattached thereto. Until the earlier Distribution Date (or the earliest of the Distribution Redemption Date or the Final Expiration Date (as such term is defined in Section 7 hereofDate), the surrender for transfer of any certificates representing shares of certificate for Common StockShares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificatesthereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock that are issued this paragraph (whether originally issued or from the Company's treasuryc)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Rights Date shall also be issued have impressed on, printed on, written on or otherwise affixed to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ENNIS BUSINESS FORMS, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October INC. AND HARRIS TRUST AND SAVINGS BANK DATED AS OF NOVEMBER 4, 2002 1998 (the THE "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstancesTHE TERMS OF WHICH ▇▇▇ HEREBY INCORPORATED HEREIN BY R▇▇▇▇▇▇CE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ENNIS BUSINESS FORMS, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request thereforINC. UNDER CERTAIN CIRCUMSTANCES CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPA▇▇▇▇ CERTIFICATES, AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. ENNIS BUSINESS FORMS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A W▇▇▇▇▇N REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL MAY BECOME NULL AND VOID." . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificates. Notwithstanding Common Shares shall be deemed canceled and retired so that the foregoing, the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability of any part of this Agreement or the rights of any holder of the RightsCommon Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or and (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board of Directors upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring Person, Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) or and (ii) above being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date Date, the Company will notify the Rights Agent thereof and upon receipt of all necessary informationthe Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the a "RIGHTS CERTIFICATESRights Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached of Exhibit C hereto as EXHIBIT C(the "Summary of Rights"), by first-first- class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.the

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth business day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close close of Business business on the tenth Business Day business day after the latest of (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, after A) the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) that, if consummated, would result in such Person being an Acquiring Person is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof, if or (B) the date upon consummation thereof which all regulatory approvals required for the maximum number acquisition of shares that may be purchased thereunderstock pursuant to the tender or exchange offer referred to in clause (A) have been obtained or waived, such Person would be or (C) the Beneficial Owner of 15% or more date upon which any approval required of the shares security holders of Common Stock then outstanding the Person publishing or sending or giving the tender or exchange offer referred to in clause (A), for the acquisition of stock pursuant to such tender or exchange offer, is obtained or waived (the earlier earliest of (i) or and (ii) being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date and upon receipt of all necessary informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form specified in Section 4 hereof of Exhibit B hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this AgreementSection 11(o) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rightsRights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as EXHIBIT Exhibit C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy Stock in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatesand no Right may be assigned or transferred separately from the share of Common Stock in respect of which it has been issued. (c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between EngageEvergreen Bancorp, Inc. (the "Company") and American Stock Transfer & Trust Company Evergreen Bank, N.A. (the "Rights Agent") dated as of October 4April 17, 2002 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, WILL BECOME NULL AND VOID." may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of the close of business on (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), 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, ) after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Stock for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any person (other than the Company, if upon any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation thereof for the maximum number of shares that may be purchased thereunder, such which would result in any Person would be becoming the Beneficial Owner of 15% Common Stock aggregating twenty-percent (20%) or more of the then outstanding Common Stock, irrespective of whether any shares of Common Stock then outstanding are actually purchased pursuant to such offer (including any such date which is after the earlier Record Date (with respect to Rights) and the Effective Date (with respect to Second Rights) and prior to the issuance of (i) the Rights or (ii) the Second Rights, as the case may be, the earliest of such dates being herein referred to as the "DISTRIBUTION DATEDistribution Date"), (x) the Rights/Second Rights will be evidenced (evidenced, subject to the provisions of paragraph (bSection 3(b) of this Section 3) hereof, by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by be separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more rights certificates, in the form specified in Section 4 hereof (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as EXHIBIT C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Engage, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 4, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.as