Common use of Issuance of Right Certificates Clause in Contracts

Issuance of Right Certificates. (a) Until the Distribution Date: (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) and not by separate Right Certificates, and (ii) the right to receive a Right Certificate will be transferable only in connection with the transfer of Common Shares; 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, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date shall be deemed also to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996, as amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of Oregon Metallurgical 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. Oregon Metallurgical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, such Rights issued to, or held by any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until From and after July 15, 1998 until the Distribution Date: , (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for outstanding Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) Company and not by separate Right Certificates, and (ii) the right to receive a Right Certificate Certificates will be transferable only in connection with the transfer of Common Shares; provided, however, that if a tender offer is terminated prior to Shares of the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On July 22, 1998, or as soon thereafter as practicable after the Record Datepracticable, the Company will send a copy of the a Summary of Rights Rights, by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record DateJuly 15, 1998, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for Common Shares outstanding as of the Record DateCompany outstanding on July 15, 1998, the certificates evidencing such Common Shares shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates registered in the names earlier of the holders Distribution Date or the date of surrender thereof together with a copy to the Company's transfer agent for registration of transfer or exchange of Common Shares of the Summary of Rights attached theretoCompany. Until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any 7 - RIGHTS AGREEMENT certificate for Common Shares of the Company outstanding as of the Close of Business on the Record DateJuly 15, 1998 with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common SharesShares represented thereby. (c) The Company agrees that, at any time after July 15, 1998 and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-thousandths (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares which become outstanding (includingof the Company issued after July 15, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date 1998 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Shares of the Expiration Date Company outstanding on July 15, 1998 or upon original issue or out of treasury thereafter, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Parkxx Drilling Company and ChaseMellon Shareholder ServicesNorwest Bank Minnesota, LLC N.A., dated as of December 12July 14, 1996, as amended from time to time 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 executive offices of Oregon Metallurgical CorporationParkxx Xxxlling 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. Oregon Metallurgical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, such Rights issued to, or held by any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) a. Until the Distribution Date: earlier of (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) and not by separate Right Certificates, and (ii) the right to receive a Right Certificate will be transferable only in connection with the transfer of Common Shares; 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, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at tenth day after the address Stock Acquisition Date or (ii) the Close of such holder shown Business on the records tenth Business Day (or such later date as may be determined by action of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), evidencing one Right for each Common Share so held. As Board of and Directors prior to such time as any Person becomes an Acquiring Person) after the Distribution Date, date of the Rights will be evidenced solely commencement by such Right Certificates.any Person (other than an Exempt Person) (b) b. As soon promptly as practicable after following the Record Date, the Company will send a copy of the a Summary of Rights to Purchase Common Stock, substantially in the form attached hereto as Exhibit B ("Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. of c. With respect to certificates for Common Shares Stock outstanding as of the Record Date, Date until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or Final Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares Stock outstanding on the Record Date, Date with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common SharesStock represented thereby. (c) d. Certificates issued for Common Shares which become outstanding Stock (including, without limitation, reacquired certificates issued upon transfer or exchange of Common Shares referred to in the last sentence of this paragraph (c)Stock) after the Record Date Date, but prior to the earliest of the Distribution Date, the Redemption Expiration Date or the Final Expiration Date Date, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Synovus Financial Corp. and ChaseMellon Shareholder Servicesa Rights Agent, LLC dated as of December 12, 1996, as amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices executive office of Oregon Metallurgical Corporation. Synovus Financial Corp. 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. Oregon Metallurgical Corporation Synovus Financial Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances set forth as provided in the Rights Agreement, such Rights issued to, to or held beneficially owned by any Person who is Acquiring Persons or becomes an Acquiring Person their Associates or an Affiliate or Associate Affiliates (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for representing Common Shares registered in the names of the record holders thereof (which certificates shall representing Common Shares will also be deemed to be Right Certificates (as defined in this Section) and not by separate Right Certificates), and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Common Shares; providedShares and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. On or as promptly as practicable after the Record Date, howeverthe Company will send by first class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. (b) Rights will be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares will have stamped on, impressed on, printed on, written on, or otherwise affixed to them the following legend (except that if Certificates issued after the date of this Amended and Restated Rights Agreement shall refer to this Agreement as amended and restated), or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a tender offer Rights Agreement between SWK Holdings Corporation (formerly known as Kana Software, Inc.) and U.S. Stock Transfer Corporation, dated as of January 26, 2006 (as amended and as the same may be amended, modified or supplemented from time to time, the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is terminated on file at the principal executive offices of SWK Holdings Corporation. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. SWK Holdings Corporation will mail to the holder of this Certificate a Distribution Datecopy of the Rights Agreement, then no Distribution Date shall occur as in effect on the date of mailing, without charge promptly after receipt of a result written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (c) Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such tender offerAcquiring Person, Associate or Affiliate and any Right Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend (except that Certificates issued after the date of this Amended and Restated Rights Agreement shall refer to this Agreement as amended and restated), or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). As soon This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 13 of the Rights Agreement. (d) On or as promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (or and the Rights Agent will, if requestedrequested and if provided with all necessary information, send) ), by first-first class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right 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 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 that the Distribution Date has not occurred. (be) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date shall be deemed also to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996, as amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of Oregon Metallurgical 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. Oregon Metallurgical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, such Rights issued to, or held by any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires and cancels any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall will be deemed canceled and retired so that the Company shall will not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingso purchased or acquired.

Issuance of Right Certificates. (a) Until the Distribution Date: , (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this SectionCertificates) and not by separate Right Certificates, and (iiy) the right to receive a Right Certificate Certificates will be transferable only in connection with the transfer of the underlying shares of Common Shares; 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 offerStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or and the Rights Agent will, if requested, send) by first-class, insured, insured postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially in the form set forth in Exhibit A of EXHIBIT "B" hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable after the Record Datethereafter, for informational purposes, the Company will send a copy of the a Summary of Rights to Purchase Shares in substantially the form of EXHIBIT "C" hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Shares Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such Common Stock certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common SharesStock represented thereby. (c) Certificates issued for shares of Common Shares Stock which become outstanding (including, without limitation, upon the transfer or exchange of outstanding shares of Common Stock, shares of Common Stock originally issued or delivered from the Company's treasury or reacquired shares of Common Shares Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Consolidated Graphics, Inc. (the "Company") and ChaseMellon Shareholder ServicesAmerican Stock Transfer and Trust Company (the "Rights Agent"), LLC dated as of December 1215, 19961999, as amended it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the Company's principal offices of Oregon Metallurgical Corporationexecutive offices. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Oregon Metallurgical Corporation The Company will mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, or held by to any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may holder will become null and voidvoid and may not be transferred to any Person. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution DateDate or (ii) the expiration or redemption of the Rights, the Rights associated with the shares of Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Common Shares Stock represented thereby. In the event that the Company purchases or acquires and cancels any shares of Common Shares Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding.

Issuance of Right Certificates. (a) Until From and after June 17, 1997, until the earliest of the Distribution Date: , the Redemption Date, and the Final Expiration Date (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for outstanding Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) Company and not by separate Right Certificates, and (ii) the Rights (and the right to receive a Right Certificate Certificates therefore) will be transferable only in connection with the transfer of Common Shares; provided, however, that if a tender offer is terminated prior to Shares of the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On June 17, 1997, or as soon thereafter as practicable after the Record Datepracticable, the Company will send a copy of the a Summary of Rights Rights, by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for Common Shares of the Company outstanding as of on the Record Date, the certificates evidencing such Common Shares of the Company shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates registered in the names earlier of the holders Distribution Date or the date of surrender thereof together with a copy to the Company's transfer agent for registration of transfer or exchange of Common Shares of the Summary of Rights attached theretoCompany. Until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on of the Record DateCompany in respect of which Rights have been issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common SharesShares of the Company represented thereby. (c) The Company agrees that, at any time after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share. (d) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in of the last sentence of this paragraph (c)) Company issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Shares outstanding on the Expiration Record Date or upon original issue or out of treasury thereafter, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Garden Ridge Corporation and ChaseMellon Chase Mellon Shareholder Services, LLC L.L.C. dated as of December 12June 4, 1996, as amended from time to time 1997 (the xxx "Rights Xxxxxs 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 Oregon Metallurgical Garden Ridge 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. Oregon Metallurgical Garden Ridge Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, to or held acquired by any Person who is or becomes an Acquiring Person or an any Affiliate or Associate thereof (each as defined in the Rights Agreement) and shall, under certain related personcircumstances, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the outstanding Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate for registration of transfer or exchange of the Common Shares of the Company evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares of the Company represented thereby. In the event that . (e) If the Company purchases or acquires and cancels any of its Common Shares after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, and the Final 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 such Common Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until From and after the Record Date, until the earliest of the Distribution Date: , the Redemption Date, and the Final Expiration Date (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for outstanding Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) Company and not by separate Right Certificates, and (ii) the Rights (and the right to receive a Right Certificate Certificates therefore) will be transferable only in connection with the transfer of Common Shares; provided, however, that if a tender offer is terminated prior to Shares of the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable after On the Record Date, or as soon thereafter as practicable, the Company will send a copy of the a Summary of Rights Rights, by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for Common Shares of the Company outstanding as of on the Record Date, the certificates evidencing such Common Shares of the Company shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates registered in the names earlier of the holders Distribution Date or the date of surrender thereof together with a copy to the Company's transfer agent for registration of transfer or exchange of Common Shares of the Summary of Rights attached theretoCompany. Until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on of the Record DateCompany in respect of which Rights have been issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common SharesShares of the Company represented thereby. (c) The Company agrees that, at any time after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share. (d) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in of the last sentence of this paragraph (c)) Company issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Shares outstanding on the Expiration Record Date or upon original issue or out of treasury thereafter, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Cornell Corrections, Inc. and ChaseMellon Shareholder ServicesAmerican Securities Transfer & Trust, LLC Inc. dated as of December 12May 1, 1996, as amended from time to time 1998 (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 executive offices of Oregon Metallurgical Corporation. Cornell Corrections, 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. Oregon Metallurgical Corporation Cornell Corrections, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, to or held acquired by any Person who is or becomes an Acquiring Person or an any Affiliate or Associate thereof (each as defined in the Rights Agreement) and shall, under certain related personcircumstances, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the outstanding Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate for registration of transfer or exchange of the Common Shares of the Company evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares of the Company represented thereby. In the event that . (e) If the Company purchases or acquires and cancels any of its Common Shares after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, and the Final 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 such Common Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Shares of Common Shares; 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 offerStock. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a summary of the Rights Agent will countersignsubstantially in the form of Exhibit C hereto, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date at the address of such holder shown on the records of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, 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, at the address of such holder shown on the records of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so heldheld (or if the Common Stock is uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Stock). As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable after the Record Date, the Company will send a copy . Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) issued after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation El Capitan Precious Metals, Inc. and ChaseMellon Shareholder ServicesOTR, LLC Inc. dated as of December 12August 25, 1996, as amended from time to time 2011 (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 Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefortherefore. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect The Company will furnish any shareholder upon request and without charge, a copy of the articles of incorporation and a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series authorized to certificates containing the foregoing legendbe issued, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates aloneso far as they have been determined, and the surrender for transfer of any such certificate shall also constitute the transfer authority of the Rights associated with Company’s Board of Directors to determine the Common Shares represented thereby. In the event that the Company purchases relative rights and preferences of subsequent classes or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstandingseries.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Shares of Common Shares; 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. Stock. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so heldheld (or if the Common Stock is uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Stock). As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) As soon as practicable after the Record Date, the Company will send a copy Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) issued after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Wits Basin Precious Minerals Inc. and ChaseMellon Shareholder ServicesAmerican Stock Transfer & Trust Company, LLC dated as of December 12August 22, 1996, as amended from time to time 2012 (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 Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefortherefore. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect The Company will furnish any shareholder upon request and without charge, a copy of the articles of incorporation and a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series authorized to certificates containing the foregoing legendbe issued, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates aloneso far as they have been determined, and the surrender for transfer of any such certificate shall also constitute the transfer authority of the Rights associated with Company’s Board of Directors to determine the Common Shares represented thereby. In the event that the Company purchases relative rights and preferences of subsequent classes or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstandingseries.

Issuance of Right Certificates. (a) Until the Distribution Date: close of business on (i) the 10th calendar day after the occurrence of a Share Acquisition Date, or (ii) any earlier date designated by the Board of Directors of the Company (the earlier of these dates being referred to herein as the "DISTRIBUTION DATE"), the Rights will shall be evidenced (subject to the provisions of Section 3(b3(c)) by the certificates for Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares also shall also be deemed to be Right Certificates (as defined in this SectionRights certificates) and not by separate Right CertificatesRights certificates, and (ii) the right to receive a Right Certificate will Rights shall be transferable only in connection with the transfer of the Common Shares; provided, however, that if a tender offer is terminated prior to Shares on the occurrence transfer books of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerthe Company maintained by the Company or its appointed transfer agent. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignshall send, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, Date at the address of such holder shown on the records of the Company, one or more a Right Certificatescertificate, in substantially in the form set forth in Exhibit of EXHIBIT A hereto (a "Right CertificateRIGHTS CERTIFICATE"), evidencing one Right for each Common Share so heldheld of record as of the close of business on the Distribution Date. As of and after the close of business on the Distribution Date, the Rights will shall be evidenced solely by such Right Rights Certificates. (b) As soon as practicable after the Record Date, the The Company will send shall make a copy of the a Summary of Rights by first-classRights, postage-prepaid mailin substantially the form attached hereto as EXHIBIT B (the "SUMMARY OF RIGHTS"), available to each record holder of Common Shares as who from time to time may request such summary. (c) Until the Distribution Date (or the earlier redemption or expiration of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution DateRights), the Rights will shall be evidenced by such the certificates for the associated Common Shares, and the registered in the names holders of the Common Shares also shall be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or Expiration DateRights), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate of the certificates for outstanding Common Shares outstanding on the Record Date, with or without a copy of the Summary of respect to which Rights attached thereto, have been issued also shall also constitute the surrender for transfer of the Rights associated with the Common SharesShares represented by such certificate. (cd) Certificates for Rights shall be issued with respect to all Common Shares which become outstanding are issued (including, without limitation, reacquired Common Shares referred to in whether originally issued or transferred from the last sentence of this paragraph (c)Company's treasury) after the Record Date but prior to the earliest earlier of a Share Acquisition Date, the Expiration Date or the Final Expiration Date. In addition, in connection with the issuance or sale of Common Shares after the Distribution Date and prior to the earlier of the Expiration Date or the Final Expiration Date, the Company (i) shall, with respect to Common Shares issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities thereafter issued by the Company, and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue the appropriate number of Rights (and issue one or more Rights Certificate representing the Rights so issued) in connection with such issuance or sale; provided, however, that (x) no such Rights shall be issued if, and to the extent that, the Company is 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 would be issued, and (y) no such Rights shall be issued if, and to the extent that, appropriate adjustment otherwise has been made in lieu of the issuance of such Rights. Certificates representing Common Shares issued or transferred after the Record Date but prior to the earlier of the Distribution Date, the Redemption Expiration Date or the Final Expiration Date shall be deemed also to be certificates for Rights, and shall bear a legend substantially in the following form: legend (or the equivalent legend required by the Prior Agreement): This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a the Amended and Restated Rights Agreement between Oregon Metallurgical TBC Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996the Rights Agent, as amended from time to time (the "Restated Rights Agreement"), the terms of which are hereby incorporated herein in this certificate by reference and a copy of which is on file at the principal executive offices of Oregon Metallurgical TBC Corporation. Under certain circumstances, as set forth in the Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Oregon Metallurgical TBC Corporation will mail to the holder of this certificate a copy of the Restated 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 circumstances, Rights Agreement, such Rights issued to, that are or held were beneficially owned by any Person who is or becomes an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Restated Rights Agreement) and certain related person, whether currently held by or on behalf any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to certificates containing the foregoing legend, until Until the Distribution Date, the Rights associated with the Common Shares represented by such certificates containing the foregoing legend (or the equivalent legend required by the Prior Agreement) shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate also shall also constitute the surrender for transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with by 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 Shares which are no longer outstandingcertificate.

Issuance of Right Certificates. (a) Until the Distribution Date: : (i) the The Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for evidencing the Common Shares Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Right Certificates (as defined in this SectionCertificates) and not by separate Right Certificates, and and (ii) the The right to receive a Right Certificate Certificates will be transferable only in connection with the transfer of the underlying shares of Common Shares; 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 offerStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially in the form set forth in of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each share of Common Share Stock so held, subject to adjustments as provided herein. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable possible after the Record Date, Date the Company will send a copy of the a Summary of Rights Rights, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to Common Stock certificates for Common Shares outstanding as of the Record Date, Date (and until the Distribution Date) will, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights, also evidence the Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common SharesStock represented thereby. (c) Certificates for of Common Shares Stock which become outstanding are issued (including, without limitation, reacquired Common Shares Stock referred to in the last sentence of this paragraph subparagraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Juniata Valley Financial Corp. and ChaseMellon Shareholder Services, LLC The Juniata Valley Bank dated as of December 12September 1, 1996, as amended from time to time 2000 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Oregon Metallurgical Corporation. Juniata Valley Financial Corp. 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. Oregon Metallurgical Corporation Juniata Valley Financial Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, or held by to any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may shall become null and void. With respect to certificates Certificates containing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, shall represent both shares of Common Stock and the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, therewith and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the such Common Shares represented therebyStock. In the event that the Company purchases or acquires and cancels any shares of Common Shares Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the retired. The Company shall not be entitled to exercise any Rights associated with the Common Shares Stock which are is no longer outstanding.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares; provided, however, that if a tender offer is terminated prior to Stock. Until the occurrence of a Distribution Date, then no Distribution Date the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall occur as a result constitute the surrender for transfer of such tender offerthe Rights associated with the Common Stock evidenced thereby. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a summary of the Rights Agent will countersignsubstantially in the form of Exhibit C hereto, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date at the address of such holder shown on the records of the Company or on the registry books of the transfer agent for the Common Stock, as appropriate. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, 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 DateDate (other than any acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or on the registry books of the transfer agent for the Common Stock, as appropriate, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in place of Rights evidenced by Right Certificates. (bc) As soon as practicable after the Record DateRights shall, the Company will send a copy without any further action, be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer issued (on original issuance or out of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)treasury) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof; provided further that no such Right Certificate shall be issued to an Acquiring Person or an Affiliate or Associate of an Acquiring Person. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Magnachip Semiconductor Corporation (the “Company”) and ChaseMellon Shareholder ServicesAmerican Stock Transfer & Trust Company, LLC LLC, dated as of December 1213, 1996, 2021 and 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 executive offices of Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by Beneficially Owned by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held Beneficially Owned by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect to certificates containing In the foregoing legend, until the Distribution Datecase of Common Stock held in uncertificated form, the Rights associated with Company shall cause the confirmation and account statements sent to holders of Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for Stock in book-entry form (including upon any transfer or exchange of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares Stock) after the Record Date but prior before the earlier of the Distribution Date and the Expiration Date to bear a legend substantially in the following form: The registration in the share register of Magnachip Semiconductor Corporation (the “Company”) of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the holder thereof to certain Rights set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, dated as of December 13, 2021 and 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 executive offices of the Company. The Company will mail to the Distribution Dateholder of the shares of common stock to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by the shares to which this registration in the share register relates, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or Beneficially Owned by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights associated with Agreement), whether currently Beneficially Owned by or on behalf of such Common Shares Person or by any subsequent holder, may be null and void. (e) Notwithstanding Section 3(d), neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than this Agreement shall be deemed canceled and retired so that affect the Company shall not be entitled to exercise enforceability of any Rights associated with part of this Agreement or the Common Shares which are no longer outstandingrights of any holder of Rights.

Issuance of Right Certificates. (a) Until the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for representing Common Shares registered in the names of the record holders thereof (which certificates shall representing Common Shares will also be deemed to be Right Certificates (as defined in this Section) and not by separate Right Certificates), and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Common Shares; providedShares and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. On or as promptly as practicable after the Record Date, howeverthe Company will send by first class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. (b) Rights will be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares will have stamped on, impressed on, printed on, written on, or otherwise affixed to them the following legend (except that if Certificates issued after the date of this Amended and Restated Rights Agreement shall refer to this Agreement as amended and restated), or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a tender offer Rights Agreement between Kana Software, Inc. and U.S. Stock Transfer Corporation, dated as of January 26, 2006 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is terminated on file at the principal executive offices of Kana Software, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. Kana Software, Inc. will mail to the holder of this Certificate a Distribution Datecopy of the Rights Agreement, then no Distribution Date shall occur as in effect on the date of mailing, without charge promptly after receipt of a result written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (c) Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such tender offerAcquiring Person, Associate or Affiliate and any Right Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend (except that Certificates issued after the date of this Amended and Restated Rights Agreement shall refer to this Agreement as amended and restated), or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 13 of the Rights Agreement. (d) As soon promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (or and the Rights Agent will, if requestedrequested and if provided with all necessary information, send) ), by first-first class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right 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 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 that the Distribution Date has not occurred. (be) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date shall be deemed also to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996, as amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of Oregon Metallurgical 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. Oregon Metallurgical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, such Rights issued to, or held by any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires and cancels any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall will be deemed canceled and retired so that the Company shall will not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingso purchased or acquired.

Issuance of Right Certificates. (a) Until the Distribution Date: , (i) the Rights will shall be evidenced by certificates representing shares of Common Stock (subject to the provisions of Section 3(bor Book Entries, as applicable)) by the certificates for Common Shares , registered in the names of the record holders thereof (which certificates or Book Entries, as applicable, representing such shares of Common Stock also shall also be deemed to be Right Certificates (as defined in this Section) and not by separate Right Certificates), and (ii) the right to receive a Right Certificate will Rights shall be transferable only in connection with the transfer of shares of Common Shares; providedStock, however, that if and (iii) the surrender for transfer of any certificates representing shares of Common Stock (or any transfer recorded in a tender offer is terminated prior to Book Entry for shares of Common Stock) in respect of which Rights have been issued also shall constitute the occurrence transfer of a Distribution Date, then no the Rights associated with the shares of Common Stock represented by such certificates or Book Entries. The Company shall give the Rights Agent written notice of the Distribution Date shall occur as a result of such tender offerpromptly as practicable thereafter. As soon as practicable after the Distribution Date, Date and receipt of written notice of the Company will prepare Distribution Date and executeall other necessary information from the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares 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), or, with respect to shares of Common Stock issued on or after the Distribution Date, to the record holder of such shares of Common Stock on the date of issuance (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 a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each share of Common Share Stock so held, subject to adjustments as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable after Following the Record Date, the Company will send make available, as promptly as practicable, a copy of the a Summary of Rights by first-class, postage-prepaid mail, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Rights shall be issued by the Company in respect of all shares of Common Shares which become outstanding Stock issued or delivered by the Company (including, without limitation, reacquired Common Shares referred to in whether originally issued or delivered from the last sentence of this paragraph (c)Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date. Certificates representing shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall be deemed also have impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following form: This certificate also evidences form or such similar legend as the Company may deem appropriate and entitles is not inconsistent with the holder provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation and ChaseMellon Shareholder Services, LLC dated as comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of December 12, 1996, as amended any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS PLAN BETWEEN XXXXX ELECTRIC VEHICLES CORP. (the "Rights Agreement"THE “COMPANY”) AND BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., AS RIGHTS AGENT, DATED AS OF AUGUST 31, 2012 (THE “RIGHTS PLAN”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of Oregon Metallurgical CorporationTHE 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 circumstancesTHE RIGHTS ARE NOT EXERCISABLE PRIOR TO THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE RIGHTS PLAN. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS PLAN, as set forth in the Rights AgreementSUCH 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 PLAN, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateAS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. Oregon Metallurgical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS PLAN, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, HAS OR BECOMES AN ACQUIRING PERSON OR ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS PLAN), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. Under certain circumstances set forth in the Rights AgreementTHE RIGHTS SHALL NOT BE EXERCISABLE, such Rights issued toAND SHALL BE VOID SO LONG AS HELD, or held by any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related personBY A HOLDER IN ANY JURISDICTION IF THE REQUISITE QUALIFICATION TO THE ISSUANCE OF THE RIGHTS TO SUCH HOLDER, whether currently held by or on behalf of such Person or by any subsequent holderOR THE EXERCISE OF THE RIGHTS BY SUCH HOLDER, may become null and voidIN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares of Common Stock in accordance with applicable law. With respect to such certificates containing (or notices, in the case of Book Entries) bearing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the shares of Common Shares Stock represented by such certificates (or Book Entries, if applicable) shall be evidenced by such certificates alone(or Book Entries) alone and registered holders of shares of Common Stock also shall be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates (or shares of Common Stock represented by such Book Entries) shall also constitute the transfer of the Rights associated with the shares of Common Shares Stock represented therebyby such certificates. Notwithstanding the foregoing, the omission of a legend shall not affect the enforceability of any provision of this Agreement or the rights of any holder of the Rights. (d) In the event that the Company purchases or acquires and cancels any shares of Common Shares Stock after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, any Rights associated with such Common Shares shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding.

Issuance of Right Certificates. (a) Until Prior to the close of business on the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Shares of Common Shares; providedStock. The Company will make available, howeveror cause to be made available, that if promptly after the Record Date, a tender offer is terminated copy of the summary of the Rights in the form of Exhibit C hereto, to any holder of Rights who may so request from time to time prior to the occurrence of a Distribution Expiration Date, then no Distribution Date shall occur as a result of such tender offer. . (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so heldheld (or if the Common Stock is uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Stock). As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) As soon as practicable after the Record Date, the Company will send a copy Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) issued after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Kona Grill, Inc. and ChaseMellon Shareholder Services, LLC Continental Stock Transfer & Trust Company dated as of December 12September 6, 1996, as amended from time to time 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 Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefortherefore. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect The Company will furnish any stockholder upon request and without charge, a copy of the Certificate of Incorporation and a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series authorized to certificates containing the foregoing legendbe issued, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates aloneso far as they have been determined, and the surrender for transfer of any such certificate shall also constitute the transfer authority of the Rights associated with Company’s Board of Directors to determine the Common Shares represented thereby. In the event that the Company purchases relative rights and preferences of subsequent classes or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstandingseries.

Issuance of Right Certificates. (a) Until the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for representing Common Shares registered in the names of the record holders thereof (thereof, which certificates shall representing Common Shares will also be deemed to be Right Certificates (as defined or, in this Section) and not the case of uncertificated Common Shares registered in book entry form, by separate Right Certificatesnotation in accounts reflecting the ownership of such Common Shares), and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Common Shares; providedShares and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. On or as promptly as practicable after the Record Date, howeverthe Company will send by first class, that if postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a tender offer copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. (b) Rights will be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares will have stamped on, impressed on, printed on, written on, or otherwise affixed to them the following legend, or such similar legend as the Company may deem appropriate and as is terminated not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between SWK Holdings Corporation and Computershare Trust Company, N.A., (or any Successor Rights Agent) dated as of April 8, 2016 (as the same may be amended, modified or supplemented 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 executive offices of SWK Holdings Corporation. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. SWK Holdings Corporation will mail to the holder of this Certificate a Distribution Datecopy of the Rights Agreement, then no Distribution Date shall occur as in effect on the date of mailing, without charge promptly after receipt of a result written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (c) Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such tender offerAcquiring Person, Associate or Affiliate and any Right Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend (except that Certificates issued after the date of this Amended and Restated Rights Agreement shall refer to this Agreement as amended and restated), or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). As soon This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 13 of the Rights Agreement. (d) On or as promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (or and the Rights Agent will, if requestedrequested in writing by the Company and if provided with all necessary and relevant information and documentation, send) ), by first-first class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right 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 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 that the Distribution Date has not occurred. (be) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date shall be deemed also to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996, as amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of Oregon Metallurgical 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. Oregon Metallurgical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, such Rights issued to, or held by any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires and cancels any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall will be deemed canceled and retired so that the Company shall will not be entitled to exercise any Rights associated with the Common Shares which are so purchased or acquired. (f) The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person, and until such written notice is received by the Rights Agent, the Rights Agent may presume for all purposes that no longer outstandingsuch Acquiring Person exists.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier to occur of (i) the Stock Acquisition Date or (ii) the tenth day after the date of the commencement by any Person of, or the first public announcement of the intent of any Person to commence, a tender or exchange offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would be an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to such offer), or in the case of clause (ii) such later date specified by the Board of Directors of the Company which date shall not be later than the date specified in clause (i) (the earliest of such dates being referred to herein as the "Distribution Date: "), (ix) the Rights will be evidenced by (subject to the provisions of Section 3(b)i) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof of the shares of Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for Rights) or, with respect to shares of Common Stock not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate certificates, (y) the registered holders of shares of Common Stock shall also be deemed to be Right Certificates (as defined in this Section) and not by separate Right Certificatesthe registered holders of the associated Rights, and (iiz) the Rights (and the right to receive a Right Certificate certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Shares; provided, however, that if Stock (including a tender offer is terminated prior transfer to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent will, if requestedrequested to do so by Company and provided with all necessary information, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the Company, one or more Right Certificates, a certificate in substantially in the form set forth in of Exhibit A B (a "Right Certificate"), ) evidencing one Right for each the Rights underlying the shares of Common Share Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until this 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 soon as practicable after the Record DateUpon request of any holder of record of a Right, the Company will send a copy of the Summary of Rights this Agreement, by first-class, postage-postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. holder. (c) Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or Final Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for shares of Common Shares outstanding Stock shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby and the transfer of shares of Common Stock on the Record Date, with or without a copy records of the Summary of Rights attached thereto, Company shall also constitute the transfer of the Rights associated with the Common Sharesshares. (cd) Certificates issued for shares of Common Shares which become outstanding Stock (including, without limitation, reacquired certificates issued upon transfer or exchange of shares of Common Shares referred to in the last sentence of this paragraph (c)Stock) after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Expiration Date or the Final Expiration Date Date, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical BellSouth Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996L.L.C., as amended Rights Agent, dated November 22, 1999, as from time to time amended, extended or renewed (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices executive office of Oregon Metallurgical BellSouth 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. Oregon Metallurgical BellSouth Corporation will mail to the holder of record of this certificate a copy of the Rights Agreement Agreement, without charge charge, within ten Business Days after receipt of a written request therefor. Under certain circumstances set forth circumstances, as provided in the Rights Agreement, such Rights issued to, to or held beneficially owned by any Person who is Acquiring Persons or becomes an Acquiring Person their Associates or an Affiliate or Associate Affiliates (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf any purported subsequent holder of such Person or by any subsequent holder, may Rights will become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until the Distribution Date: earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (including any such date which is after the Declaration Date and prior to the issuance of the Rights), and (ii) the close of business on the tenth day (or such later day as may be determined by action of the Board of Directors) after the date of the first public announcement (as defined in Rule 14d-2 under the Exchange Act) of a tender or exchange offer by any Person (other than an Exempt Person) to acquire (when added to any equity securities as to which such Person is the Beneficial Owner immediately prior to such commencement) Beneficial Ownership of that number of shares of the issued and outstanding Common Stock which would cause such Person to become an Acquiring Person pursuant to the terms of this Agreement (including any such date which is after the Declaration Date and prior to the issuance of the Rights), (the earlier of such dates referred to in clauses (i) and (ii) of this SECTION 3(a) being herein referred to as the "DISTRIBUTION DATE"), (A) the Rights will be evidenced (subject to the provisions of Section SECTION 3(b)) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for shares of Common Stock shall also be deemed to be Right Certificates (as defined in this Sectionsuch term is hereinafter defined)) and not by separate Right Certificates, and (iiB) the Rights (and the right to receive a Right Certificate Certificates) will be transferable only in connection with the transfer of the underlying Common SharesStock; provided, howeverPROVIDED, that if a tender offer is terminated the Distribution Date would be prior to the occurrence of a Record Date, the Record Date shall be the Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as herein provided. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Stock, in substantially the form of EXHIBIT C hereto (the "SUMMARY OF RIGHTS"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares as of the Close of Business Stock on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, exchange, expiration or termination of the Rights), the Rights will be evidenced solely by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, exchange, expiration or termination of the Redemption Date or Expiration DateRights), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy Stock in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common SharesStock represented by such certificates. (c) Certificates for Common Shares which become outstanding The Company will mail to any record holder of a Right (including, without limitationprior to the Distribution Date, reacquired a record holder of Common Shares referred to in the last sentence Stock) a copy of this paragraph Rights Agreement, without charge, within ten Business Days of receipt of a written request therefor. (c)d) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earliest Distribution Date (or the earlier redemption, exchange, expiration or termination of the Rights). All certificates for Common Stock issued or sold after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or and the Expiration Date shall be deemed also to be certificates for Rights, Rights and shall bear a legend substantially in have impressed on, printed on, written on or otherwise affixed to them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Web.com, Inc., (the "Company") and ChaseMellon Shareholder ServicesWells Fargo Shareowner Xxxxxces as Rights Agent, LLC dated as of December 12xx August 4, 19962006, as amended it may from time to time be supplemented or amended pursuant to its terms (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 Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of record of this certificate a copy of the Rights Agreement without charge within ten business days after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution DateDate (or the earlier redemption, exchange, expiration or termination of the Rights) the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificates. In Notwithstanding this clause (d), the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company omission of a legend shall not be entitled to exercise affect the enforceability of any part of this Rights associated with Agreement or the Common Shares which are no longer outstandingrights of any holder of Rights.

Issuance of Right Certificates. (a) Until From and after the Record Date, until the earliest of the Distribution Date: , the Redemption Date, and the Final Expiration Date (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for outstanding Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) Company and not by separate Right Certificates, and (ii) the Rights (and the right to receive a Right Certificate Certificates therefore) will be transferable only in connection with the transfer of Common Shares; provided, however, that if a tender offer is terminated prior to Shares of the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable after On the Record Date, or as soon thereafter as practicable, the Company will send a copy of the a Summary of Rights Rights, by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for Common Shares of the Company outstanding as of on the Record Date, the certificates evidencing such Common Shares of the Company shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates registered in the names earlier of the holders Distribution Date or the date of surrender thereof together with a copy to the Company's transfer agent for registration of transfer or exchange of Common Shares of the Summary of Rights attached theretoCompany. Until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on of the Record DateCompany in respect of which Rights have been issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common SharesShares of the Company represented thereby. (c) The Company agrees that, at any time after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share. (d) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in of the last sentence of this paragraph (c)) Company issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Shares outstanding on the Expiration Record Date or upon original issue or out of treasury thereafter, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation The York Group, Inc. and ChaseMellon Shareholder Computershare Investor Services, LLC dated as of December 12September 28, 1996, as amended from time to time 2000 (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 executive offices of Oregon Metallurgical Corporation. The York Group, 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. Oregon Metallurgical Corporation The York Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, to or held acquired by any Person who is or becomes an Acquiring Person or an any Affiliate or Associate thereof (each as defined in the Rights Agreement) and shall, under certain related personcircumstances, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the outstanding Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate for registration of transfer or exchange of the Common Shares of the Company evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares of the Company represented thereby. In the event that . (e) If the Company purchases or acquires and cancels any of its Common Shares after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, and the Final 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 such Common Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until the Distribution Date: close of business on (i) the 20th calendar day after the occurrence of a Share Acquisition Date, or (ii) any earlier date designated by the Board of Directors of the Company (the earlier of these dates being referred to herein as the "DISTRIBUTION DATE"), the Rights will shall be evidenced (subject to the provisions of Section 3(b3(c)) by the certificates for Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares also shall also be deemed to be Right Certificates (as defined in this SectionRights certificates) and not by separate Right CertificatesRights certificates, and (ii) the right to receive a Right Certificate will Rights shall be transferable only in connection with the transfer of the Common Shares; provided, however, that if a tender offer is terminated prior to Shares on the occurrence transfer books of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerthe Company maintained by the Company or its appointed transfer agent. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignshall send, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, Date at the address of such holder shown on the records of the Company, one or more a Right Certificatescertificate, in substantially in the form set forth in Exhibit of EXHIBIT A hereto (a "Right CertificateRIGHTS CERTIFICATE"), evidencing one Right for each Common Share so heldheld of record as of the close of business on the Distribution Date. As of and after the close of business on the Distribution Date, the Rights will shall be evidenced solely by such Right Rights Certificates. (b) As soon as practicable after the Record Date, the The Company will send shall make a copy of the a Summary of Rights by first-classRights, postage-prepaid mailin substantially the form attached hereto as EXHIBIT B (the "SUMMARY OF RIGHTS"), available to each record holder of Common Shares as who from time to time may request such summary. (c) Until the Distribution Date (or the earlier redemption or expiration of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution DateRights), the Rights will shall be evidenced by such the certificates for the associated Common Shares, and the registered in the names holders of the Common Shares also shall be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or Expiration DateRights), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate of the certificates for outstanding Common Shares outstanding on the Record Date, with or without a copy of the Summary of respect to which Rights attached thereto, have been issued also shall also constitute the surrender for transfer of the Rights associated with the Common SharesShares represented by such certificate. (cd) Certificates for Rights shall be issued with respect to all Common Shares which become outstanding are issued (including, without limitation, reacquired Common Shares referred to in whether originally issued or transferred from the last sentence of this paragraph (c)Company's treasury) after the Record Date but prior to the earliest earlier of a Share Acquisition Date, the Expiration Date or the Final Expiration Date. In addition, in connection with the issuance or sale of Common Shares after the Distribution Date and prior to the earlier of the Expiration Date or the Final Expiration Date, the Company (i) shall, with respect to Common Shares issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities thereafter issued by the Company, and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue the appropriate number of Rights (and issue one or more Rights Certificate representing the Rights so issued) in connection with such issuance or sale; provided, however, that (x) no such Rights shall be issued if, and to the extent that, the Company is 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 would be issued, and (y) no such Rights shall be issued if, and to the extent that, appropriate adjustment otherwise has been made in lieu of the issuance of such Rights. Certificates representing Common Shares issued or transferred after the Record Date but prior to the earlier of the Distribution Date, the Redemption Expiration Date or the Final Expiration Date shall be deemed also to be certificates for Rights, and shall bear a legend substantially in the following form: legend (or the equivalent legend required by the Prior Agreement): This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a the Amended and Restated Rights Agreement between Oregon Metallurgical Amcast Industrial Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996the Rights Agent, as amended from time to time (the "Restated Rights Agreement"), the terms of which are hereby incorporated herein in this certificate by reference and a copy of which is on file at the principal executive offices of Oregon Metallurgical Amcast Industrial Corporation. Under certain circumstances, as set forth in the Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Oregon Metallurgical Amcast Industrial Corporation will mail to the holder of this certificate a copy of the Restated 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 circumstances, Rights Agreement, such Rights issued to, that are or held were beneficially owned by any Person who is or becomes an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Restated Rights Agreement) and certain related person, whether currently held by or on behalf any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to certificates containing the foregoing legend, until Until the Distribution Date, the Rights associated with the Common Shares represented by such certificates containing the foregoing legend (or the equivalent legend required by the Prior Agreement) shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate also shall also constitute the surrender for transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with by 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 Shares which are no longer outstandingcertificate.

Issuance of Right Certificates. (a) Until From and after February 22, 1999 until the Distribution Date: , (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for outstanding Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) and not by separate Right Certificates, and (ii) the right to receive a Right Certificate Certificates will be transferable only in connection with the transfer of Common Shares; 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 and the Company will prepare and executereceipt by the Rights Agent of all necessary information, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On February 23, 1999, or as soon thereafter as practicable after the Record Datepracticable, the Company will send a copy of the a Summary of Rights Rights, by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record DateFebruary 22, 1999, at the address of such holder shown on the stock transfer records of the Company. With respect to Common Shares outstanding on February 22, 1999, the certificates evidencing such Common Shares shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the earlier of the Distribution Date or the date of surrender thereof to the Company's transfer agent for registration of transfer or exchange of Common Shares. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any certificate for Common Shares outstanding as of the Record DateClose of Business on February 22, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, 1999 with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common SharesShares represented thereby. (c) The Company agrees that, at any time after February 22, 1999 and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-thousandths of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares which become outstanding (includingissued after February 22, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date 1999 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or the Expiration Date exchange of Common Shares outstanding on February 22, 1999 or upon original issue or out of treasury thereafter, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Newfield Exploration Company and ChaseMellon Shareholder ServicesServices L.L.C., LLC dated as of December February 12, 1996, as amended from time to time 1999 (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 Oregon Metallurgical CorporationNewfield Exploration 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. Oregon Metallurgical Corporation Newfield Exploration Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, to or held acquired by any Person who is or becomes an Acquiring Person or an any Affiliate or Associate thereof (each as defined in the Rights Agreement) and shall, under certain related personcircumstances, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the outstanding Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of transfer or exchange of the Common Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares represented thereby. In the event that . (e) If the Company purchases or acquires and cancels any Common Shares after the Record Date February 22, 1999, but prior to the Distribution 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 Shares which that are no longer outstanding.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares; provided, however, that if a tender offer is terminated prior to Stock. Until the occurrence of a Distribution Date, then no Distribution Date the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall occur as a result constitute the surrender for transfer of such tender offerthe Rights associated with the Common Stock evidenced thereby. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a summary of the Rights Agent will countersignsubstantially in the form of Exhibit C hereto, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date at the address of such holder shown on the records of the Company or on the registry books of the transfer agent for the Common Stock, as appropriate. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, 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, at the address of such holder shown on the records of the CompanyCompany or on the registry books of the transfer agent for the Common Stock, as appropriate, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in place of Rights evidenced by Right Certificates. (bc) As soon as practicable after the Record Date, the Company will send a copy Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer issued (on original issuance or out of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)treasury) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical MagnaChip Semiconductor Corporation (the “Company”) and ChaseMellon Shareholder ServicesAmerican Stock Transfer & Trust Company, LLC LLC, dated as of December 12March 5, 19962015 (the “Rights Agreement”), as amended from time to time (the "Rights Agreement")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 Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by beneficially owned by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held beneficially owned by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect to certificates containing In the foregoing legend, until the Distribution Datecase of Common Stock held in uncertificated form, the Rights associated with Company shall cause the confirmation and account statements sent to holders of Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for Stock in book-entry form (including upon any transfer or exchange of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares Stock) after the Record Date but prior before the earlier of the Distribution Date and the Expiration Date to bear a legend substantially in the following form: The registration in the share register of MagnaChip Semiconductor Corporation (the “Company”) of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the holder thereof to certain Rights set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, dated as of March 5, 2015 (the “Rights Agreement”), 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 Company. The Company will mail to the Distribution Dateholder of the shares of common stock to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by the shares to which this registration in the share register relates, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or beneficially owned by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights associated with Agreement), whether currently beneficially owned by or on behalf of such Common Shares Person or by any subsequent holder, may be null and void. (e) Notwithstanding Sections 3(d) and 3(e), neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than this Agreement shall be deemed canceled and retired so that affect the Company shall not be entitled to exercise enforceability of any Rights associated with part of this Agreement or the Common Shares which are no longer outstandingrights of any holder of Rights.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)4(b) hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionor, if shares of Common Stock are uncertificated, the registration of such shares of Common Stock on the stock transfer books of the Company) and not by separate Right Certificates, and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares; 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. Stock. (b) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially in the form set forth in of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) As soon as practicable Rights shall be issued in respect of all shares of Common Stock that become outstanding (on original issuance or out of treasury) after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, Date but prior to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Distribution Date or and the Expiration Date). Certificates (or registrations in uncertificated book entry form on the books of the Company) for the Common Stock that become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall also be deemed to be certificates (or registrations in uncertificated book entry form on the books of the Company) for Rights, and registered holders of Common Stock shall also be deemed to be the registered holders of the associated Rights. (d) Until the earlier of the Distribution Date and the Expiration Date, the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for shares of Common Shares Stock (or, if shares of Common Stock are uncertificated, the transfer on the stock transfer books of the Company of such shares of Common Stock) outstanding on the Record Date, with Date or without a copy that become outstanding (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Summary of Rights attached thereto, Distribution Date and the Expiration Date shall also constitute the transfer of the Rights associated with the shares of Common SharesStock represented thereby. (ce) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date shall be deemed also to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996, as amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of Oregon Metallurgical 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. Oregon Metallurgical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, such Rights issued to, or held by any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Shares of Common Shares; 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 offerStock. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a summary of the Rights Agent will countersignsubstantially in the form of Exhibit C hereto, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date at the address of such holder shown on the records of the Company. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, 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, at the address of such holder shown on the records of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so heldheld (or if the Common Stock is uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Stock) . As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) As soon as practicable after the Record Date, the Company will send a copy Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer issued (on original issuance or out of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)treasury) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Casual Male Retail Group, Inc. and ChaseMellon Shareholder ServicesAmerican Stock Transfer & Trust Company, LLC dated as of December 128, 1996, as amended from time to time 2008 (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 Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until the Distribution Date: : (i) the The Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for evidencing the Common Shares Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Right Certificates (as defined in this SectionCertificates) and not by separate Right Certificates, and and (ii) the The right to receive a Right Certificate Certificates will be transferable only in connection with the transfer of the underlying shares of Common Shares; 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 offerStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or and the Rights Agent will, if requested, send) by first-class, insured, postage-postage- prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially in the form set forth in of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each share of Common Share Stock so held, subject to adjustments as provided herein. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable possible after the Record Date, Date the Company will send a copy of the a Summary of Rights Rights, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to Common Stock certificates for Common Shares outstanding as of the Record Date, Date (and until the Distribution Date) will, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights, also evidence the Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common SharesStock represented thereby. (c) Certificates for of Common Shares Stock which become outstanding are issued (including, without limitation, reacquired Common Shares Stock referred to in the last sentence of this paragraph subparagraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Juniata Valley Financial Corp. and ChaseMellon Shareholder Services, LLC The Juniata Valley Bank dated as of December 12September 1, 1996, as amended from time to time 2000 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Oregon Metallurgical Corporation. Juniata Valley Financial Corp. 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. Oregon Metallurgical Corporation Juniata Valley Financial Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, or held by to any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may shall become null and void. With respect to certificates Certificates containing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, shall represent both shares of Common Stock and the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, therewith and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the such Common Shares represented therebyStock. In the event that the Company purchases or acquires and cancels any shares of Common Shares Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the retired. The Company shall not be entitled to exercise any Rights associated with the Common Shares Stock which are is no longer outstanding.

Issuance of Right Certificates. (a) Until From and after October 26, 1998 until the Distribution Date: , (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for outstanding Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) Company and not by separate Right Certificates, and (ii) the Rights, including the right to receive a Right Certificate Certificates, will be transferable only in connection with the transfer of Common Shares; provided, however, that if a tender offer is terminated prior to Shares of the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offerCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more a Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company agrees to give the Rights Agent written notice of the Distribution Date and all necessary information to enable the Rights Agent to comply with this Section 3(a) and agrees to pay all costs of such distribution. (b) As On October 27, 1998, or as soon thereafter as practicable after the Record Datepracticable, the Company will send a copy of the a Summary of Rights Rights, by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record DateOctober 26, 1998, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for Common Shares outstanding as of the Record DateCompany outstanding on October 26, 1998, the certificates evidencing such Common Shares shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates registered in the names earlier of the holders Distribution Date or the date of surrender thereof together with a copy to the Company's transfer agent for registration of transfer or exchange of Common Shares of the Summary of Rights attached theretoCompany. Until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding of the Company out standing as of the Close of Business on the Record DateOctober 26, 1998 with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common SharesShares represented thereby. (c) The Company agrees that, at any time after October 26, 1998 and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-thousandths (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares which become outstanding (includingof the Company issued after October 26, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date 1998 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Shares of the Expiration Date Company out standing on October 26, 1998 or upon original issue or out of treasury thereafter, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Stone Energy Corporation and ChaseMellon Shareholder Services, LLC L.L.C., dated as of December 12October 15, 1996, as amended from time to time 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 executive offices of Oregon Metallurgical Stone Energy 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. Oregon Metallurgical Stone Energy Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, such Rights issued to, to or held acquired by any Person who is or becomes an Acquiring Person or an any Affiliate or Associate thereof (each as defined in the Rights Agreement) and shall, under certain related personcircumstances, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidvoid and nontransferable. With respect to Whether or not the certificates containing contain the foregoing legend, until the Distribution Date, the outstanding Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of transfer or exchange of the Common Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares represented thereby. In the event that . (e) If the Company purchases or acquires and cancels any of its Common Shares after the Record Date October 26, 1998, but prior to the Distribution 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 Shares which that are no longer outstanding.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Shares of Common Shares; 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 offerStock. As soon as practicable after the Record Date, the Company will send a summary of the Rights substantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date at the address of such holder shown on the records of the Company. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent will(if requested and provided with all necessary information) will send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for Common Stock, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so heldheld (or if the Common Stock is uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Stock). As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights will be transferable only separately from the transfer of Common Shares. 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. (bc) As soon as practicable after the Record Date, the Company will send a copy Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer issued (on original issuance or out of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)treasury) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following form: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Houston Wire & Cable Company (the “Company”) and ChaseMellon Shareholder ServicesAmerican Stock Transfer & Trust Company, LLC LLC, dated as of December 12May 18, 19962009 (as such agreement may be supplemented or amended, 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 executive offices of Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business on the tenth day (the "Distribution Date: ") after (i) the Stock Acquisition Date or (ii) the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to such offer), (x) the Rights will be evidenced (subject to the provisions of Section 3(b)3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Section) of the Common Stock and not by separate Right Certificatescertificates, and (iiy) the right to receive a each Right Certificate will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Shares; 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 offerStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-first class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, one or more a Right Certificates, certificate in substantially in the form set forth in of Exhibit A hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Share Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On March 1, 1997 or as soon as practicable after the Record Datethereafter, the Company will send a copy of the Summary an information statement that includes a summary of this Rights Agreement by first-class, postage-postage prepaid mail, to each record holder person entitled to receive shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock under the Company. 's Second Amended Plan of Reorganization, as Modified. (c) With respect to certificates for Common Shares Stock outstanding as of the Record DateJanuary 20, 1997, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or Final Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares Stock outstanding on the Record DateJanuary 20, with or without a copy of the Summary of Rights attached thereto1997, shall also constitute the surrender for transfer of the Rights associated with the Common SharesStock represented thereby. (cd) Certificates issued for Common Shares which become outstanding Stock (including, without limitation, reacquired certificates issued upon transfer or exchange of Common Shares referred to in the last sentence of this paragraph (c)Stock) after the Record Date January 20, 1997, but prior to the earliest earlier of the Distribution Date, the Redemption Expiration Date or the Final Expiration Date Date, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation The Enstar Group, Inc. and ChaseMellon Shareholder ServicesAmerican Stock Transfer & Trust Company as Rights Agent, LLC dated as of December 12January 20, 1996, as amended from time to time 1997 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices executive office of Oregon Metallurgical Corporation. The Enstar Group, 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. Oregon Metallurgical Corporation The Enstar Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances set forth as provided in the Rights Agreement, such Rights issued to, to or held beneficially owned by any Person who is Acquiring Persons or becomes an Acquiring Person their Associates or an Affiliate or Associate Affiliates (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Business Day after a Stock Acquisition Date or (ii) the tenth Business Day (or such later date as the Company's Board of Directors shall determine) after the date of the commencement by any Person (other than an Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer (other than a Qualified Offer) upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15 percent or more of the then outstanding Voting Stock (irrespective of whether any shares are actually purchased pursuant to such offer) (the tenth Business Day after the first to occur of a Stock Acquisition Date or an Offer Date being herein referred to as the "Distribution Date: "), (i) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(b)) by by, the certificates for Common Shares Stock registered in the names of the holders thereof of Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates (as defined in this SectionCertificates) and not by separate Right Certificates, and and (ii) the right to receive a each Right Certificate will be transferable only in connection with the transfer of the underlying shares of Common Shares; provided, however, that if a tender offer is terminated prior to Stock. Upon the occurrence of a Distribution Date, then no Distribution Date the Company shall occur as promptly notify the Rights Agent and request a result of such tender offerstockholder list from the Company's transfer agent. As soon as practicable after the Distribution Date, the Company will prepare Rights Agent receives such notice and executestockholder list, the Rights Agent will countersignmail, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, one or more a Right CertificatesCertificate, in substantially in the form set forth in of Exhibit A (a "Right Certificate")hereto, evidencing one Right for each share of Common Share Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable after the Rights Record Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit B, by first-classclass mail, postage-prepaid mailpostage prepaid, to each record holder of Common Shares Stock as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates The Company will cause certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Rights Record Date (including replacement certificates for shares of Common Stock outstanding on or prior to the Rights Record Date), but prior to the earliest of (i) the Distribution Date, the Redemption Date or (ii) the Expiration Date shall and (iii) the date, if any, on which the Rights may be deemed also redeemed, to be certificates for Rightshave impressed on, and shall bear a legend substantially in printed on, written on or otherwise affixed to them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a the Rights Agreement between Oregon Metallurgical Corporation the Company and ChaseMellon Shareholder Services, LLC dated as of December 12, 1996American Stock Transfer & Trust Company, as Rights Agent, as the same shall 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 executive offices of Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation 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. Under certain circumstances set forth in the Rights Agreement, such Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and or certain related persontransferees of any thereof, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidbe limited as provided in Section 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to by such certificate. (d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Shares shall Stock. After the Distribution Date, the Rights will be deemed canceled and retired so that evidenced solely by the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingRight Certificates.

Issuance of Right Certificates. (a) Until the Distribution Date: , (i) (A) the Class A Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for representing Class A Common Shares registered in the names of the record holders thereof (thereof, which certificates shall representing Class A Common Shares will also be deemed to be Right Certificates (as defined in this Sectionor, if the Class A Common Shares are uncertificated, by the registration of the associated Class A Common Shares on the stock transfer books of the Company) and not (B) the Class B Rights will be evidenced by separate the certificates representing Class B Common Shares registered in the names of the record holders thereof, which certificates representing Class B Common Shares will also be deemed to be Right CertificatesCertificates (or, and if the Class B Common Shares are uncertificated, by the registration of the associated Class B Common Shares on the stock transfer books of the Company), (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Common Shares; provided, howeveras applicable, that if a tender offer is terminated prior to and (iii) the occurrence surrender for transfer of a Distribution Date, then no Distribution Date shall occur as a result any certificates evidencing Common Shares in respect of such tender offer. As soon as practicable after which Rights have been issued will also constitute the Distribution Date, the Company will prepare and execute, transfer of the Rights Agent will countersignassociated with such Common Shares, and the Company will send or cause to be sent (or the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Companyapplicable. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (provided, that each certificate (or the earlier other evidence of the Redemption Date book-entry or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for other uncertificated ownership) representing Common Shares outstanding as of the Close of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of Date evidencing the Rights associated with shall be deemed to incorporate by reference the Common Sharesterms of this Agreement, as amended from time to time). (ci) Certificates for Class A Rights will be issued by the Company in respect of all Class A Common Shares which become outstanding (including, without limitation, reacquired other than Class A Common Shares referred to issued upon the exercise or exchange of any Right) and (ii) Class B Rights will be issued by the Company in respect of all Class B Common Shares (other than Class B Common Shares issued upon the last sentence exercise or exchange of this paragraph any Right), in each case, issued or delivered by the Company (c)whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or and the Expiration Date shall be deemed also Date. Certificates evidencing such Common Shares will have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This certificate Certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Stockholder Rights Agreement between Oregon Metallurgical Corporation Cumulus Media Inc. and ChaseMellon Shareholder Services, LLC Continental Stock Transfer & Trust Company (or any successor rights agent) dated as of December 12February 21, 1996, 2024 (as it may be amended from time to time (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 executive offices of Oregon Metallurgical CorporationCumulus Media Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. Oregon Metallurgical Corporation Cumulus Media Inc. will mail to the holder of this certificate Certificate a copy 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 as set forth in the Rights Agreement, Rights that are or were Beneficially Owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or transferees of an Acquiring Person or of any Affiliate or Associate of an Acquiring Person may become null and void and will no longer be transferable. (c) Any Right Certificate issued topursuant to this Section 3 that represents Rights Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate and any Right Certificate issued pursuant to Section 6 or 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or held as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by any this Right Certificate are or were beneficially owned by a Person who is or becomes was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) ). This Right Certificate and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, the Rights represented hereby may become null and void. With void in the circumstances specified in Section 11(a)(ii) or Section 13 of the Rights Agreement. (d) As promptly as practicable after the Distribution Date, the 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, at the expense of the Company and upon receipt of all relevant information send), by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein, provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to certificates containing such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the foregoing legendform of any Right Certificate set forth in this Agreement, until may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of and after the Distribution Date, the Rights associated with the Common Shares represented will be evidenced solely by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Right Certificates. (e) In the event that the Company purchases or otherwise acquires and cancels any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall will be deemed canceled cancelled and retired so that the Company shall will not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingso purchased or acquired. (f) In case the holder of any Class B Common Shares shall, following the Record Date, convert any Class B Common Shares into Class A Common Shares, any Rights attached to such Class B Common Shares, as applicable, shall be deemed cancelled and retired and may not be exercised. For the avoidance of doubt, except as otherwise provided herein, Rights shall automatically attach to any Common Shares issued pursuant to a conversion of Class B Common Shares after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date (or as provided in Section 22), in accordance with the terms of this Agreement. Any Right Certificates representing Rights deemed cancelled and retired pursuant to this Section 3(f) shall also be cancelled and new Right Certificates shall be issued evidencing the appropriate class of Rights for any new Rights attaching to Common Shares in connection with a conversion of Class B Common Shares, as described in this Section 3(f).

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered Stock (or, in the names case of uncertificated shares of Common Stock, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Shares of Common Shares; 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 offerStock. As soon as practicable after the Record Date, the Company will send a summary of the Rights substantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date at the address of such holder shown on the records of the Company. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent will(if requested and provided with all necessary information) will send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for Common Stock, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so heldheld (or if the Common Stock is uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Stock) . As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights will be transferable only separately from the transfer of Common Shares. 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. (bc) As soon as practicable after the Record Date, the Company will send a copy Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer issued (on original issuance or out of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)treasury) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. 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 Redemption 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, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right 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 Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following form: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Interline Brands, Inc. and ChaseMellon Shareholder Services, Mellon Investor Services LLC dated as of December 12March 22, 1996, as amended from time to time 2009 (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 Oregon Metallurgical Corporationthe 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. Oregon Metallurgical Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until Prior to the Distribution Date: , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)unless earlier expired, redeemed or terminated) by the certificates for the Common Shares registered (or, in the names case of uncertificated Common Shares, by the holders thereof (which certificates shall also be deemed to be Right Certificates (as defined in this Sectionbook-entry account that evidences record ownership of such shares) and not by separate Right CertificatesCertificates and the registered holders of the Common Shares shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of the underlying Common Shares; 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 Record Date, the Trust will send a summary of the Rights substantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Shares as of the close of business on the Record Date at the address of such holder shown on the records of the Trust. (b) As soon as practicable after the Trust has notified the Rights Agent of the occurrence of the Distribution Date, the Company Trust will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent will(if requested and provided with all necessary information) will send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyTrust or the transfer agent or registrar for Common Shares, one or more Right Certificates, substantially in the form set forth in Exhibit A (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each Common Share so heldheld (or if the Common Shares are uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Shares). As If an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p), the Trust shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights will be transferable only separately from the transfer of Common Shares. The Trust shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Trust 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. (bc) As soon as practicable after the Record Date, the Company will send a copy Rights shall be issued in respect of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for all Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) issued after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. In addition, (i) on the Distribution Date, proper provision shall be made by the Redemption Trust in order to provide holders (except the Trust) of Partnership Units with such number of Rights, evidenced by Rights Certificates, as would be issued to such Unitholders upon receipt of Common Shares prior to such Distribution Date in exchange for such Unitholder’s Partnership Units, and such Unitholders shall thereafter have all of the rights, privileges, benefits and obligations with respect to such Rights as are provided for herein with respect to holders of Common Shares, and (ii) in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the Expiration Date, the Trust (x) shall, with respect to Common Shares so issued or sold (A) pursuant to the exercise of stock options or under any employee plan or arrangement or (B) upon the exercise, conversion or exchange of other securities issued by the Trust or by any Subsidiary or Affiliate or Associate of the Trust prior to the Distribution Date (excluding upon the exchange of Partnership Units) and (y) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Trust shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Trust or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Shares issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following form: This certificate also evidences and entitles the holder to certain rights Rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation Ramco-Xxxxxxxxxx Properties Trust and ChaseMellon Shareholder ServicesAmerican Stock Transfer & Trust Company, LLC dated as of December 12March 25, 1996, as amended from time to time 2009 (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 Oregon Metallurgical Corporationthe Trust. 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. Oregon Metallurgical Corporation The Trust will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by by, any Person who is is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related person), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but prior to the Distribution 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 Shares which are no longer outstanding.

Issuance of Right Certificates. (a) Until the Distribution Date: , (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be and not by separate Right Certificates (as defined in this Section) and not by separate Right Certificatesbelow), and (iiy) the right to receive a Right Certificate Rights will be transferable only in connection with the transfer of Common Shares; 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 offerStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution Date, other than 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 a Right CertificatesCertificate, in substantially in the form set forth in of Exhibit A B hereto (a "the “Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon promptly as practicable after following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class mail, to each record holder of Common Stock as of the close of business on the Record Date, other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at the address of such holder shown on the records of the Company; provided, however, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, mail to each record holder of Common Shares as who so requests upon receipt of the Close of Business on the Record Date, at the address of such holder shown on the records of the Companyelectronic mail. With respect to certificates for shares of Common Shares Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such certificates shares of Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or or, if earlier, the earlier of the Redemption Date or Expiration Date), the surrender for transfer of any 7 - RIGHTS AGREEMENT certificate for Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common SharesStock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares which become outstanding Stock issued or disposed of (including, without limitation, reacquired upon disposition of Common Shares referred to in the last sentence Stock out of this paragraph (c)treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Redemption Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date or but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Oregon Metallurgical Corporation U.S. Precious Metals, Inc. and ChaseMellon Shareholder ServicesInterwest Transfer Company, LLC Inc., as Rights Agent, dated as of December 12March 17, 19962009, as amended the same may be amended, supplemented or otherwise modified 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 executive offices of Oregon Metallurgical Corporation. U.S. Precious Metals, 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. Oregon Metallurgical Corporation U.S. Precious Metals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights issued to, owned by or held by transferred to any Person who is or becomes an Acquiring Person or an Affiliate or Associate (as defined in the Rights Agreement) and certain related person, whether currently held by or on behalf of such Person or by any subsequent holder, may transferees thereof will become null and void. void and will no longer be transferable.” (d) With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires and cancels any Common Shares Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding. Notwithstanding Sections 3(c) and (d), 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.