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EXHIBIT (a)(4)
EPRISE CORPORATION
OFFER TO EXCHANGE OPTIONS
NOTICE TO CHANGE ELECTION FROM ACCEPT TO REJECT
I previously received a copy of the Offer to Exchange, the memorandum from
Joe Forgione, dated May 10, 2001 and an Election Form. I signed and returned the
Election Form, in which I elected to accept Eprise Corporation's ("Eprise")
offer to exchange (the "Offer") some of or all of my options. I now wish to
change that election and reject Eprise's Offer to exchange my options. I
understand that by signing this Notice and delivering it to Milt Alpern by 5:00
PM Eastern Daylight Time on June 8, 2001, I will be able to withdraw my
acceptance of the Offer and reject the Offer to exchange options instead. I have
read and understand all the terms and conditions of the Offer to exchange
options. I have read and understand the instructions attached to this Notice.
I understand that in order to reject the Offer, I must sign, date and
deliver this Notice via facsimile (fax number (508) 661-5401) or hand delivery
to Milt Alpern by 5:00 PM Eastern Daylight Time on June 8, 2001.
I understand that by rejecting the Offer to exchange options, I will not
receive any New Options pursuant to the Offer and I will keep the Old Options
that I have. My Old Options will continue to be governed by the Eprise
Corporation 1997 Stock Option Plan and by the existing option agreements between
Eprise and me.
I understand that I may change this election, and once again accept the
Offer to exchange options, by submitting a new Election Form to Milt Alpern via
facsimile (fax number (508) 661-5401) prior to 5:00 PM Eastern Daylight Time on
June 8, 2001.
[ ] Yes, I wish to withdraw my previously tendered options in full and I do
not accept the Offer to exchange any options.
I have signed this Notice and printed my name exactly as it appears on the
Election Form.
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EMPLOYEE SIGNATURE DATE AND TIME
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EMPLOYEE NAME (PLEASE PRINT) E-MAIL ADDRESS
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SOCIAL SECURITY NUMBER/NATIONAL
INSURANCE/NATIONAL ID/
TAX FILE NUMBER
RETURN TO MILT ALPERN NO LATER THAN
5:00 PM EDT ON JUNE 8, 2001 VIA FACSIMILE AT (508) 661-5401
EPRISE WILL SEND AN E-MAIL CONFIRMATION WITHIN 48 HOURS OF RECEIPT
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Notice to Change Election From Accept to Reject.
A properly completed and executed original of this Notice to Change
Election From Accept to Reject (or a facsimile of it), and any other documents
required by this Notice to Change Election From Accept to Reject, must be
received by Milt Alpern either via hand delivery or via the facsimile number
listed on the front cover of this Notice to Change Election From Accept to
Reject (fax number (508) 661-5401) on or before 5:00 PM Eastern Daylight Time on
June 8, 2001 (the "Expiration Date").
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. YOU MAY HAND DELIVER YOUR NOTICE TO CHANGE ELECTION FROM ACCEPT TO
REJECT TO MILT ALPERN AT EPRISE CORPORATION (THE "COMPANY"), OR YOU MAY FAX IT
TO HER AT THE NUMBER LISTED ON THE FRONT COVER OF THIS NOTICE TO CHANGE ELECTION
FROM ACCEPT TO REJECT. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE
TIMELY DELIVERY.
Although by submitting a Notice to Change Election From Accept to Reject
you have withdrawn all of your tendered options from the Offer, you may change
your mind and re-accept the Offer until the expiration of the Offer. Tenders of
options made through the Offer may be made at any time before the Expiration
Date. If the Offer is extended by the Company beyond that time, you may tender
your options at any time until the extended expiration of the Offer. To change
your mind and elect to participate in the Offer, you must deliver a new signed
and dated Election Form, or a facsimile of the Election Form, with the required
information to the Company, while you still have the right to participate in the
Offer. Your options will not be properly tendered for purposes of the Offer
unless the withdrawn options are properly re-tendered before the Expiration Date
by delivery of the new Election Form following the procedures described in the
Instructions to the Election Form.
IF YOU DO NOT WISH TO WITHDRAW ALL YOUR TENDERED OPTIONS FROM THE OFFER,
YOU SHOULD NOT FILL OUT THIS NOTICE TO CHANGE ELECTION FROM ACCEPT TO REJECT. IF
YOU WISH TO CHANGE YOUR ELECTION WITH RESPECT ONLY TO PARTICULAR OPTIONS, YOU
SHOULD SUBMIT A NEW ELECTION FORM INSTEAD. To change your election regarding
particular tendered options while continuing to elect to participate in the
Offer, you must deliver a signed and dated new Election Form, with the required
information, following the procedures described in the Instructions to the
Election Form before the Expiration Date or, if the Offer is extended, before
the extended expiration of the Offer. Upon the receipt of such a new, properly
signed and dated Election Form, any previously submitted Election Form or Notice
to Change Election From Accept to Reject will be disregarded and will be
considered replaced in full by the new Election Form.
By signing this Notice to Change Election From Accept to Reject (or a
facsimile of it), you waive any right to receive any notice of the withdrawal of
the tender of your options, except as provided for in the Offer to Exchange.
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2. Signatures on This Notice to Change Election from Accept to Reject.
If this Notice to Change Election From Accept to Reject is signed by the
holder of the Eligible Options, the signature must correspond with the name as
written on the face of the option agreement or agreements to which the options
are subject without alteration, enlargement or any change whatsoever.
If this Notice to Change Election From Accept to Reject is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
that person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of that person so to act must be submitted with
this Notice to Change Election From Accept to Reject.
3. Other Information on This Notice to Change Election from Accept to Reject.
In addition to signing this Notice to Change Election From Accept to
Reject, you must print your name and indicate the date and time at which you
signed. You must also include a current e-mail address and your identification
number, such as your social security number, tax identification number or
national identification number, as appropriate.
4. Requests for Assistance or Additional Copies.
Any questions or requests for assistance, as well as requests for
additional copies of the Offer to Exchange or this Notice to Change Election
From Accept to Reject may be directed to Milt Alpern, Chief Financial Officer,
at Eprise Corporation, 200 Crossing Boulevard, Framingham, MA 01702, telephone
number 1-508-661-5200. Copies will be furnished promptly at the Company's
expense.
5. Irregularities.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of this withdrawal from the Offer will be determined by
the Company in its discretion. The Company's determinations shall be final and
binding on all parties. The Company reserves the right to reject any or all
Notices to Change Election From Accept to Reject that the Company determines not
to be in proper form or the acceptance of which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the right to waive any
of the conditions of the Offer and any defect or irregularity in the Notice to
Change Election From Accept to Reject, and the Company's interpretation of the
terms of the Offer (including these instructions) will be final and binding on
all parties. No Notice to Change Election From Accept to Reject will be deemed
to be properly made until all defects and irregularities have been cured or
waived. Unless waived, any defects or irregularities in connection with Notices
to Change Election From Accept to Reject must be cured within the time as the
Company shall determine. Neither the Company nor any other person is or will be
obligated to give notice of any defects or irregularities in Notices to Change
Election From Accept to Reject, and no person will incur any liability for
failure to give any such notice.
IMPORTANT: THE NOTICE TO CHANGE ELECTION FROM ACCEPT TO REJECT (OR A
FACSIMILE COPY OF IT) TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE COMPANY, ON OR BEFORE THE EXPIRATION DATE.
6. Additional Documents to Read.
You should be sure to read the Offer to Exchange, all documents referenced
therein, and the memorandum from Joe Forgione dated May 10, 2001 before deciding
whether to participate in the Offer.
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7. Important Tax Information.
You should refer to Section 14 of the Offer to Exchange, which contains
important U.S. federal income tax information. If you live or work outside the
United States, you should consult your tax advisor regarding tax consequences
which may apply to you before deciding whether to participate in the Offer.
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