Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, by first- class, postage-prepaid mail, to each record holder of shares of 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. With respect to certificates for Common Stock outstanding as of the Close of Business on May 5, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock represented thereby. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B to this Agreement (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between A.P. Pharma, Inc. and Computershare Trust Company, N.A., as the Rights Agent, dated as of December 18, 2006 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of A.P. Pharma, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. A.P. Pharma, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b), 3(c) and 3(d) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-postage- prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CUSTOM CHROME, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY AS THE RIGHTS AGENT, DATED AS OF NOVEMBER 13, 1996 (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 CUSTOM CHROME, 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. CUSTOM CHROME, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares represen xxx 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CARDIOTHORACIC SYSTEMS, INC. AND NORWEST BANK MINNESOTA, N.A., AS THE RIGHTS AGENT, DATED AS OF FEBRUARY 14, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CARDIOTHORACIC SYSTEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. CARDIOTHORACIC SYSTEMS, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN LORONIX INFORMATION SYSTEMS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS THE RIGHTS AGENT, DATED AS OF JANUARY 9, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF LORONIX INFORMATION SYSTEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. LORONIX INFORMATION SYSTEMS, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until . (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date (or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN MECON, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS THE RIGHTS AGENT, DATED AS OF APRIL 9, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF MECON, 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. MECON, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier Redemption of (i) the Distribution Date or Final (ii) the Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. (cd) Certificates issued for shares of In the event that the Company purchases or acquires any Common Stock (includingShares after the Record Date but prior to the Distribution Date, without limitation, certificates issued upon transfer, exchange or replacement of shares of any Rights associated with such Common Stock) after May 5, 1997 but before Shares shall be deemed canceled and retired so that the earliest of theCompany shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN POLYCOM, INC. AND FLEET BANK, N.A. F/K/A BANKBOSTON, N.A. AS THE RIGHTS AGENT, DATED AS OF JULY 15, 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 POLYCOM, 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. POLYCOM, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares repre- sented 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) or by the book entry Common Stock registered in the name of the holders, evidenced by current ownership statements issued with respect to uncertificated Common Stock in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send by first classor cause to be sent (and the Rights Agent will, insuredif so requested and provided with all necessary information and documents will, postage prepaid mailat the expense of the Company) send, in accordance with Section 26 hereof, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Related Person of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each share shares of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send shall make available a copy of a Summary of Rights, by first- class, postage-prepaid mailin substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to each record holder of shares of Common Stock as of the Close of Business on the Record Date who may so request a copy from time to time prior to the Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Close of Business on May 5Record Date, 1997 or issued subsequent to the Record Date, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with such Common Stock will be evidenced by the certificate or Ownership Statement for such certificates for shares of Common Stock registered in the names of the holders thereof (thereof, in each case together with a copy of the Summary of Rights). Until the earlier of the Distribution Date (or and the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding at the Close of Business 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 shares of Common Stock represented therebyevidenced by such certificate or Ownership Statement. (c) Certificates Rights shall without any further action, be issued for in respect of all shares of Common Stock that are issued (includingwhether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the Distribution Date. Certificates and Ownership Statements evidencing such Common Stock shall have printed or otherwise affixed to them a legend in substantially the following form: “This [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between Highpower International, Inc. (the “Company”) and Corporate Stock Transfer Inc., dated as of September 12, 2017 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will mail to the registered holder of this [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without limitationcharge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by any Person who is, was, or becomes an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement), whether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, may become null and void.” With respect to such certificates issued upon transferor Ownership Statements containing the foregoing legend, exchange until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates or replacement Ownership Statements shall be evidenced by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for Common Stock shall also constitute the transfer of the Rights associated with the Common Stock evidenced by such certificate or Ownership Statement. Notwithstanding this Section 3(c) or anything to the contrary that may be contained elsewhere in this Agreement, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any registered holder of Rights Certificates. In the event the Company purchases or otherwise acquires any shares of Common StockStock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with such shares of Common Stock that are no longer outstanding. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) after May 5representing Common Stock are issued in connection with the transfer, 1997 but before split-up, combination or exchange of certificate(s) representing Common Stock or if new certificate(s) representing shares of Common Stock are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear a legend in substantially the earliest form of thethe foregoing.

Issuance of Rights Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) or by the current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first classsend, insured, postage prepaid mailin accordance with Section 26 hereof, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Related Person of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will shall send a copy of a Summary of Rights, by first- class, postage-prepaid mailin substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyDate in accordance with Section 26 hereof. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 or issued subsequent to the Record Date, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with such Common Shares will be evidenced by the certificate or Ownership Statement for such certificates for shares of Common Stock Shares registered in the names of the holders thereof (thereof, in each case together with a copy of the Summary of Rights). Until the earlier of the Distribution Date (or and the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock represented therebyShares evidenced by such certificate or Ownership Statement. (c) Certificates Rights shall be issued for shares in respect of all Common Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date and, to the extent provided in Section 22 hereof, in respect of Common Stock Shares issued after the Distribution Date. Certificates and Ownership Statements evidencing such Common Shares shall have printed or otherwise affixed to them the following legend: “This [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between Qualstar Corporation (includingthe “Company”) and the Rights Agent thereunder dated as of February 5, 2013 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will mail to the registered holder of this [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without limitationcharge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by any Person who is, was, or becomes an Acquiring Person or any Related Person thereof (as such terms are defined in the Rights Agreement), whether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, may become null and void.” With respect to such certificates issued upon transferor Ownership Statements containing the foregoing legend, exchange until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Shares evidenced by such certificates or replacement Ownership Statements shall be evidenced by such certificates or Ownership Statements alone and the surrender for transfer of shares any certificate or Ownership Statement for Common Shares shall also constitute the transfer of the Rights associated with the Common StockShares evidenced by such certificate or Ownership Statement. Notwithstanding this Section 3(c) or anything to the contrary that may be contained elsewhere in this Agreement, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any registered holder of Rights Certificates. In the event the Company purchases or otherwise acquires any Common Shares after May 5the Record Date but prior to the Distribution Date, 1997 but before any Rights associated with such Common Shares shall be deemed cancelled and retired so that the earliest of theCompany shall not be entitled to exercise any Rights associated with such Common Shares that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested and provided with all the necessary information, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B to this Agreement (a “Rights Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the “Summary of Rights”), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company’s benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and the Company shall cause such certificates to bear a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between Artes Medical, Inc. and Mellon Investor Services LLC, as the Rights Agent, dated as of June 13, 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 Artes Medical, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Artes Medical, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit B to this Agreement (a "RIGHTS Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of RightsRights in substantially the form of Exhibit C to this Agreement (the "SUMMARY OF RIGHTS"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares specifies to the contrary, 1997 until Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between EndoSonics Corporation and ChaseMellon Shareholder Services, L.L.C. as the Rights Agent, dated as of October 20, 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 EndoSonics Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. EndoSonics Corporation will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit B to this Agreement (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafterthere- after, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares specifies to the contrary, 1997 until Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between Preview Travel, Inc. and U.S. Stock Transfer Corporation, as the Rights Agent, dated as of October 29, 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 Preview Travel, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Preview Travel, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. Section 4. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first- class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B to this Agreement (a “Rights Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the “Summary of Rights”), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company’s benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between Pumatech, Inc. and Computershare Investor Services, LLC as the Rights Agent, dated as of January 13, 2003 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Pumatech, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Pumatech, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CARDIOTHORACIC SYSTEMS, INC. AND NORWEST BANK MINNESOTA, N.A., AS THE RIGHTS AGENT, DATED AS OF FEBRUARY 14, 1997, AS AMENDED AND RESTATED AS OF AUGUST 30, 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 CARDIOTHORACIC SYSTEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. CARDIOTHORACIC SYSTEMS, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof) (x) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the record holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (”Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights), (y) by the certificates for the Warrants (or, by notations in the respective Book Entry accounts for the Warrants), or (z) by the certificates for the Existing Preferred Stock (or, by notations in the respective Book Entry accounts for the Existing Preferred Stock), and in each case not by separate certificates, and the registered holders of the Common Shares, Warrants or Existing Preferred Stock shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares, Warrants and shares of Common Stock the Existing Preferred Stock, as applicable (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company and upon the Company’s provision of customary opinions of counsel to the Rights Agent, the Rights Agent shall countersign and the Company will send by first classor cause to be sent (and the Rights Agent will, insuredif so requested and provided with all necessary information and documents will, postage prepaid mailat the expense of the Company, send), in accordance with Section 27 hereof, to each record holder of the Common Shares, the Warrants and the Existing Preferred Stock as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Related Person of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights CertificatesCertificate”), evidencing one Right for each share Common Share so held or one Right for each Common Share that each such record holder of Warrants or Existing Preferred Stock would be entitled to receive if such record holder’s Warrants or Existing Preferred Stock were fully exercised for or convertible into Common Stock so heldShares, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. Notwithstanding anything in this Agreement to the contrary, if, at any time after the date hereof and prior to the Distribution Date, the number of Common Shares issuable upon exercise of the Warrants or upon conversion of any shares of the Existing Preferred Stock is adjusted pursuant to their respective terms, then the number of Rights associated with such Warrants or shares of Existing Preferred Stock shall be proportionately adjusted so that the number of Rights thereafter associated with such Warrants or shares of Existing Preferred Stock equals the result obtained by multiplying the number of Common Shares issuable upon exercise of such Warrants or upon conversion of such shares of Existing Preferred Stock by the number of Rights associated with each Common Share then outstanding. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send shall make available a copy of a Summary of Rights, by first- class, postage-prepaid mailin substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to each any record holder of shares of Common Shares, Warrants or Existing Preferred Stock as of the Close of Business on the Record Date who may so request a copy from time to time prior to the Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares, Warrants or Existing Preferred Stock outstanding as of the Close of Business on May 5Record Date or Common Shares issued subsequent to the Record Date, 1997 until the earlier of the Distribution Date and the Expiration Date, the Rights associated with such Common Shares, Warrants or Existing Preferred Stock will be evidenced by such certificates for shares of Common Stock or Book Entry accounts registered in the names of the record holders thereof (together with a copy of the Summary of Rights)thereof. Until the earlier of the Distribution Date (or and the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares or the transfer of any Book Entry representing Common Shares, Warrants or Existing Preferred Stock outstanding at the Close of Business 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 shares of Common Stock Shares, Warrants or Existing Preferred Stock, as applicable, represented thereby. (c) Certificates issued for shares of Common Stock (includingRights shall be issued, without limitationany further action, in respect of all Common Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights shall also be issued to the extent provided in Section 22 hereof. Certificates and Book Entry Common Shares evidencing such Common Shares shall have printed or otherwise affixed to them a legend in substantially the following form: “This [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between AiAdvertising, Inc., a Nevada corporation (the “Company”), and Worldwide Stock Transfer, LLC, as rights agent (or any successor rights agent) (the “Rights Agent”), dated as of June 6, 2023, as the same may be amended, extended or renewed 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. 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/statement]. The Company will mail to the registered holder of this [certificate/statement], without charge, a copy of the Rights Agreement, as in effect on the date of mailing, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights which are issued upon or transferred to, which are or have been Beneficially Owned by an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement) or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” With respect to any Book Entry Common Share, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates or Ownership Statements containing the foregoing legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Shares evidenced by such certificates or Book Entry Common Shares shall be evidenced by such certificates or such Book Entry Common Share (including any Ownership Statements) alone and the surrender for transfer of any certificate or transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. Notwithstanding this Section 3(c) or anything to the contrary that may be contained elsewhere in this Agreement, neither the failure to print the foregoing legend on any certificates representing Common Shares or any defect that may be contained in the legend that is so printed, nor the failure to provide the notice thereof to the holder of any Book Entry Shares, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event the Company purchases or otherwise acquires any Common Shares, Warrants or Existing Preferred Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares, Warrants or Existing Preferred Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with such Common Shares, Warrants or Existing Preferred Stock that are no longer outstanding. In the event that any Common Shares, Warrants or Existing Preferred Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such shares. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing Common Shares, Warrants or Existing Preferred Stock are issued in connection with the transfer, split-up, combination or exchange of certificate(s) representing Common Shares, Warrants or replacement Existing Preferred Stock or if new certificate(s) representing Common Shares, Warrants or Existing Preferred Stock are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear a legend in substantially the form of shares of Common Stock) after May 5, 1997 but before the earliest of theforegoing.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN FUSION MEDICAL TECHNOLOGIES, INC. AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF OCTOBER 10, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF FUSION MEDICAL TECHNOLOGIES, 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. FUSION MEDICAL TECHNOLOGIES, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B to this Agreement (a "Rights Certificate"), --------- ------------------ evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the "Summary of Rights"), --------- ----------------- by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between Oratec Interventions, Inc. and American Stock Transfer and Trust Company as the Rights Agent, dated as of November 28, 2000 (the "Rights Agreement"), the ---------------- terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Oratec Interventions, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Oratec Interventions, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof) (x) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the record holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights), (y) by the certificates for the Warrants (or, by notations in the respective Book Entry accounts for the Warrants), or (z) by the certificates for the Existing Preferred Stock (or, by notations in the respective Book Entry accounts for the Existing Preferred Stock), and in each case not by separate certificates, and the registered holders of the Common Shares, Warrants or Existing Preferred Stock shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares, Warrants and shares of Common Stock the Existing Preferred Stock, as applicable (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company and upon the Company’s provision of customary opinions of counsel to the Rights Agent, the Rights Agent shall countersign and the Company will send by first classor cause to be sent (and the Rights Agent will, insuredif so requested and provided with all necessary information and documents will, postage prepaid mailat the expense of the Company, send), in accordance with Section 27 hereof, to each record holder of the Common Shares, the Warrants and the Existing Preferred Stock as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Related Person of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights CertificatesCertificate”), evidencing one Right for each share Common Share so held or one Right for each Common Share that each such record holder of Warrants or Existing Preferred Stock would be entitled to receive if such record holder’s Warrants or Existing Preferred Stock were fully exercised for or convertible into Common Stock so heldShares, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. Notwithstanding anything in this Agreement to the contrary, if, at any time after the date hereof and prior to the Distribution Date, the number of Common Shares issuable upon exercise of the Warrants or upon conversion of any shares of the Existing Preferred Stock is adjusted pursuant to their respective terms, then the number of Rights associated with such Warrants or shares of Existing Preferred Stock shall be proportionately adjusted so that the number of Rights thereafter associated with such Warrants or shares of Existing Preferred Stock equals the result obtained by multiplying the number of Common Shares issuable upon exercise of such Warrants or upon conversion of such shares of Existing Preferred Stock by the number of Rights associated with each Common Share then outstanding. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send shall make available a copy of a Summary of Rights, by first- class, postage-prepaid mailin substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to each any record holder of shares of Common Shares, Warrants or Existing Preferred Stock as of the Close of Business on the Record Date who may so request a copy from time to time prior to the Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares, Warrants or Existing Preferred Stock outstanding as of the Close of Business on May 5Record Date or Common Shares issued subsequent to the Record Date, 1997 until the earlier of the Distribution Date and the Expiration Date, the Rights associated with such Common Shares, Warrants or Existing Preferred Stock will be evidenced by such certificates for shares of Common Stock or Book Entry accounts registered in the names of the record holders thereof (together with a copy of the Summary of Rights)thereof. Until the earlier of the Distribution Date (or and the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares or the transfer of any Book Entry representing Common Shares, Warrants or Existing Preferred Stock outstanding at the Close of Business 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 shares of Common Stock Shares, Warrants or Existing Preferred Stock, as applicable, represented thereby. (c) Certificates issued for shares of Common Stock (includingRights shall be issued, without limitationany further action, in respect of all Common Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights shall also be issued to the extent provided in Section 22 hereof. Certificates and Book Entry Common Shares evidencing such Common Shares shall have printed or otherwise affixed to them a legend in substantially the following form: “This [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between AiAdvertising, Inc., a Nevada corporation (the “Company”), and Worldwide Stock Transfer, LLC, as rights agent (or any successor rights agent) (the “Rights Agent”), dated as of April [ ● ], 2023, as the same may be amended, extended or renewed 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. 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/statement]. The Company will mail to the registered holder of this [certificate/statement], without charge, a copy of the Rights Agreement, as in effect on the date of mailing, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights which are issued upon or transferred to, which are or have been Beneficially Owned by an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement) or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” With respect to any Book Entry Common Share, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates or Ownership Statements containing the foregoing legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Shares evidenced by such certificates or Book Entry Common Shares shall be evidenced by such certificates or such Book Entry Common Share (including any Ownership Statements) alone and the surrender for transfer of any certificate or transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. Notwithstanding this Section 3(c) or anything to the contrary that may be contained elsewhere in this Agreement, neither the failure to print the foregoing legend on any certificates representing Common Shares or any defect that may be contained in the legend that is so printed, nor the failure to provide the notice thereof to the holder of any Book Entry Shares, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event the Company purchases or otherwise acquires any Common Shares, Warrants or Existing Preferred Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares, Warrants or Existing Preferred Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with such Common Shares, Warrants or Existing Preferred Stock that are no longer outstanding. In the event that any Common Shares, Warrants or Existing Preferred Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such shares. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing Common Shares, Warrants or Existing Preferred Stock are issued in connection with the transfer, split-up, combination or exchange of certificate(s) representing Common Shares, Warrants or replacement Existing Preferred Stock or if new certificate(s) representing Common Shares, Warrants or Existing Preferred Stock are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear a legend in substantially the form of shares of Common Stock) after May 5, 1997 but before the earliest of theforegoing.

Issuance of Rights Certificates. (a) Until the Distribution Date, : (i) the Rights will shall be issued in respect of and shall be evidenced (subject to the provisions of 3(b) hereof) by the certificates for representing the shares of Common Stock registered in issued and outstanding on the names Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the holders of Distribution Date, the Common Stock Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also to be certificates for evidencing the Rights) ), and not by separate certificates, and ; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights will associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the underlying surrender for transfer of any certificate for such shares of Common Stock (including a shall also constitute the surrender for transfer to of the Company)Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send shall mail, by first first-class, insured, postage prepaid mail, to each record holder of the Common 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 certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, subject to adjustment as provided hereinthe Rights will be evidenced solely by such Rights Certificates. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereofof this Agreement, at the time of distribution of the Right Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as As soon as practicable thereafterafter the Record Date, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records such records. (c) Rights shall be issued in respect of the Company. With respect to certificates for all shares of Common Stock outstanding as which are issued or sold by the Company after the Record Date but prior to the earliest of the Close of Business on May 5, 1997 until the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Office Depot, Inc. and Mellon Investor Services, L.L.C., as Rights Agent, dated as of September 4, 1996, and amended and restated as of November 25, 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Office Depot, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Office Depot, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rights)a written request therefor. Until Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Distribution Date (or Rights Agreement) may become null and void and the earlier Redemption Date or Final Expiration Date), the surrender for transfer holder of any certificate for shares of Common Stock outstanding at the Close of Business on the Record Date, with or without a copy of the Summary of such Rights attached thereto, (including any subsequent holder) shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebynot have any right to exercise such Rights. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B to this Agreement (a “Rights Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the “Summary of Rights”), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company’s benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between Red Lion Hotels Corporation. and American Stock Transfer & Trust Company LLC as the Rights Agent, dated as of January 26, 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 Red Lion Hotels Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Red Lion Hotels Corporation will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until . (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date (or the Expiration Date (or, in certain circumstances provided in Section 22 hereof, after the Distribution Date) specifies to the contrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN VIANT CORPORATION AND FLEET NATIONAL BANK, AS THE RIGHTS AGENT, DATED AS OF MARCH 27, 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF VIANT 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. VIANT 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, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier Redemption of the Distribution Date or Final the Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. (cd) Certificates issued for shares of In the event that the Company purchases or acquires any Common Stock (includingShares after the Record Date but prior to the Distribution Date, without limitation, certificates issued upon transfer, exchange or replacement of shares of any Rights associated with such Common Stock) after May 5, 1997 but before Shares shall be deemed canceled and retired so that the earliest of theCompany shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed (b) On May 5January 15, 1997 1991 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, such date at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company's benefit plans) of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such Common Shares shall also be deemed to be certificates for shares of Common Stock (includingRights, without limitationand shall bear the following legend; provided, however, that such certificates issued after the Record Date and before February 11, 1998 shall bear such legend upon transfer, exchange transfer or replacement only, and otherwise shall retain the legend currently thereon: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Second Amended and Restated Shares Rights Agreement between Sun Microsystems, Inc. and BankBoston, N.A. as the Rights Agent, dated as of shares February 11, 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 Sun Microsystems, 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. Sun Microsystems, 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 in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock) Shares represented by such certificates shall be evidenced by such certificates alone, and 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 any Common Shares after May 5, 1997 but before the earliest of theRecord Date

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of 3(bparagraph (b), (c) hereofand (d) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first first-class, insured, postage prepaid mail, to each such record holder of the Common 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, in substantially the form of Exhibit A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Right Certificates, Rights Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Rights Dividend Declaration Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first- first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Record Datethat day, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock registered in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (including the issuance of Common Stock pursuant to the exercise of rights under the Company’s benefit plans), unless the Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock shall also be deemed to be certificates for Rights. (d) Any certificates issued by the Company after the Record Date that represent shares of Common Stock in respect of which rights have been issued shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the names Rights Agreement between Codorus Valley Bancorp, Inc. (the “Company”) and Xxxxx Fargo Bank, N.A. (the “Rights Agent”) dated as of November 4, 2005 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the holders thereof (together with Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Summary Rights Agreement, as in effect on the date of Rightsmailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void, and the transfer of such Rights may be deemed to be restricted. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration Date), the surrender for Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any certificate for shares of Common Stock outstanding at the Close of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebyby such certificates. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (ix) the Rights will be evidenced by either, as applicable, (subject to the provisions of 3(bi) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, or (ii) subject to the provisions of subsection (b) of this Section 3, by the Book-Entries, and (iiy) the Rights will be transferable with and only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of 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 the shares of Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (each a "Rights Certificate" and, collectively, the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates, and the Rights will be transferable separately from the transfer of shares of Common Stock. 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 such notification in writing on or prior to the Business Day next following. (b) On May 5, 1997 or as soon as practicable thereafter, the The Company will send make available a copy of a Summary of Rights, by first- class, postage-prepaid mailin substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to each record any holder of shares of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Close of Business on May 5Record Date or issued subsequent to the Record Date, 1997 until the Distribution Date, the registered holders of the Common Stock shall also be the registered holders of the associated Rights, and the Rights will be evidenced by such either, as applicable, (i) the certificates for shares of such Common Stock or (ii) the Book-Entries registered in the names of the holders thereof of the Common Stock, and not by separate book-entries or Rights Certificates. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (together with c) Subject to Section 22 hereof, Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. If confirmations or written notices are sent to holders of shares of Common Stock in Book-Entry form, or if the Company issues certificated shares of Common Stock (including upon transfer of outstanding Common Stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, such confirmations, written notices or certificates, as applicable, shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form (but the failure to have such legend so impressed, printed, written or affixed shall not affect the status or validity of the Rights evidenced by such shares of Common Stock): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Cree, Inc. (the "Company") and American Stock Transfer & Trust Company, LLC (as it may be amended, modified or supplemented from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Summary Rights Agreement, as in effect on the date of Rights)mailing, without charge promptly after receipt of a written request therefor. Until Under certain circumstances set forth in the Distribution Date Rights Agreement, Rights issued to, or held by, any person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (or as such terms are defined in the earlier Redemption Date or Final Expiration DateRights Agreement), the surrender for transfer whether currently held by or on behalf of such person or by any certificate for subsequent holder of such Rights, shall become null and void. With respect to shares of Common Stock outstanding at in Book-Entry form for which there has been sent a confirmation or written notice (whether or not containing the Close foregoing legend), until the earlier of Business on (i) the Record Distribution Date and (ii) the Expiration Date, the Rights associated with or without a copy such shares of Common Stock shall be evidenced by the Book-Entries registered in the names of the Summary holders of the Common Stock and not by separate book-entries or Rights attached theretoCertificates, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. With respect to certificated shares, if any, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebyby such certificates. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof) (A) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) or (B) by the certificates for the Prefunded Warrants (or by notations in the respective Book Entry accounts for the Prefunded Warrants), and in each case not by separate certificates, and the registered holders of the Common Shares or Prefunded Warrants shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares or Prefunded Warrants (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send by first classor cause to be sent (and the Rights Agent will, insuredif so requested and provided with all necessary information and documents will, postage prepaid mailat the expense of the Company, send), in accordance with Section 27 hereof, to each record holder of the Common Stock Shares and Prefunded Warrants as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Related Person of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each share Common Share so held or one Right for each Common Share that each such holder of Common Stock so heldPrefunded Warrants would be entitled to receive upon complete exercise thereof, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send shall make available a copy of a Summary of Rights, by first- class, postage-prepaid mailin substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to each record holder of shares of Common Stock Shares or Prefunded Warrants as of the Close of Business on the Record Date who may so request a copy from time to time prior to the Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares or Prefunded Warrants outstanding as of the Close of Business on May 5Record Date, 1997 or the Common Shares issued subsequent to the Record Date, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with such Common Shares or Prefunded Warrants will be evidenced by such certificates for shares of the certificate or Book Entry Common Stock Shares registered in the names of the holders thereof (together with a copy of the Summary of Rights)thereof. Until the earlier of the Distribution Date (or and the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares or the transfer of any Book Entry representing Common Stock Shares or Prefunded Warrants outstanding at the Close of Business 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 shares of Common Stock represented Shares or Prefunded Warrants, as applicable, evidenced thereby. (c) Certificates Rights shall without any further action, be issued for shares in respect of all Common Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date and, to the extent provided in Section 22 hereof, in respect of Common Stock Shares issued after the Distribution Date. Certificates and Book Entry Common Shares evidencing such Common Shares shall have printed or otherwise affixed to them a legend in substantially the following form: “This [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between Turtle Beach Corporation, a Nevada corporation (includingthe “Company”), and Issuer Direct Corporation, as rights agent (or any successor rights agent) (the “Rights Agent”), dated as of March 28, 2023, as the same may be amended, extended or renewed 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. 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/statement]. The Company will mail to the registered holder of this [certificate/statement], without limitationcharge, a copy of the Rights Agreement, as in effect on the date of mailing, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights which are issued or transferred to, which are or have been beneficially owned by an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement) or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” With respect to any Book Entry Common Share, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates or Ownership Statements containing the foregoing legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Shares evidenced by such certificates or Book Entry Common Shares shall be evidenced by such certificates or such Book Entry Common Share (including any Ownership Statements) alone and the surrender for transfer of any certificate or transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. Notwithstanding this Section 3(c) or anything to the contrary that may be contained elsewhere in this Agreement, neither the failure to print the foregoing legend on any certificates representing Common Shares or any defect that may be contained in the legend that is so printed, nor the failure to provide the notice thereof to the holder of any Book Entry Shares, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event the Company purchases or otherwise acquires any Common Shares or Prefunded Warrants after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares or Prefunded Warrants shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with such Common Shares or Prefunded Warrants that are no longer outstanding. In the event that any Common Shares or Prefunded Warrants are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such Common Shares or Prefunded Warrants. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing Common Shares or Prefunded Warrants are issued upon in connection with the transfer, split-up, combination or exchange of certificate(s) representing Common Shares or replacement Prefunded Warrants, as applicable, or if new certificate(s) representing Common Shares or Prefunded Warrants are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear a legend in substantially the form of shares of Common Stock) after May 5, 1997 but before the earliest of theforegoing.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit B hereto (a "RIGHTS CERTIFICATE"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If an adjustment in In the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so event that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.an (b) On May 5, 1997 Prior to or on the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of RightsRights in substantially the form of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance (including pursuant to the exercise of rights under the Company's benefit plans) of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PETE'S BREWING COMPANY ("PETE'S") AND AMERICAN STOCK TRANSFER AND TRUST COMPANY AS THE RIGHTS AGENT, DATED AS OF NOVEMBER 25, 1996 (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 PETE'S. 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. PETE'S 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, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separated and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Amended and Restated Rights Agreement between Natural MicroSystems Corporation and State Street Bank and Trust Company as the Rights Agent, dated as of April 22, 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 Natural MicroSystems Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Natural MicroSystems Corporation will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution distribu tion of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-postage- prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CIRRUS LOGIC, INC. AND BANKBOSTON, N.A. AS THE RIGHTS AGENT, DATED AS OF MAY __, 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 CIRRUS LOGIC, 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. CIRRUS LOGIC, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares represen xxx 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, : (i) the Rights will shall be issued in respect of and shall be evidenced (subject to the provisions of 3(b) hereof) by the certificates for representing the shares of Common Stock registered in issued and outstanding on the names Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the holders of Distribution Date, the Common Stock Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also to be certificates for evidencing the Rights) ), and not by separate certificates, and ; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights will associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the underlying surrender for transfer of any certificate for such shares of Common Stock (including a shall also constitute the surrender for transfer to of the Company)Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send shall mail, by first first-class, insured, postage prepaid mail, to each record holder of the Common 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 certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, subject to adjustment as provided hereinthe Rights will be evidenced solely by such Rights Certificates. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereofof this Agreement, at the time of distribution of the Right Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as As soon as practicable thereafterafter the Record Date, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records such records. (c) Rights shall be issued in respect of the Company. With respect to certificates for all shares of Common Stock outstanding as which are issued or sold by the Company after the Record Date but prior to the earliest of the Close of Business on May 5, 1997 until the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between First Brands Corporation and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of March 22, 1996 (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 First Brands Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. First Brands Corporation will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rights)a written request therefor. Until Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Distribution Date (or Rights Agreement) may become null and void and the earlier Redemption Date or Final Expiration Date), the surrender for transfer holder of any certificate for shares of Common Stock outstanding at the Close of Business on the Record Date, with or without a copy of the Summary of such Rights attached thereto, (including any subsequent holder) shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebynot have any right to exercise such Rights. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.with (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares specifies to the contrary, 1997 until Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Vivus, Inc. and the Harrxx Xxxst Co. of California as the Rights Agent, dated as of April 15, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Vivus, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Vivus, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until . (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date (or the Expiration Date (or, in certain circumstances provided in Section 22 hereof, after the Distribution Date) specifies to the contrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN UNIVERSAL ACCESS, INC. AND XXXXX FARGO, AS THE RIGHTS AGENT, DATED AS OF JULY 31, 2000, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF UNIVERSAL ACCESS 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. UNIVERSAL ACCESS 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, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier Redemption of the Distribution Date or Final the Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. (cd) Certificates issued for shares of In the event that the Company purchases or acquires any Common Stock (includingShares after the Record Date but prior to the Distribution Date, without limitation, certificates issued upon transfer, exchange or replacement of shares of any Rights associated with such Common Stock) after May 5, 1997 but before Shares shall be deemed canceled and retired so that the earliest of theCompany shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the shares of Common Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form ("Book Entry Shares"), by notation in book entry accounts reflecting the ownership of such shares of Common Stock (which certificates for Common Stock and Book Entry Shares, as applicable, shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of shares of Common Stock (including a shall also constitute the transfer to of the Company)Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign (in manual or facsimile form), and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents, in the discretion of the Rights Agent, at the expense of the Company, send or cause to be sent) by first first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more the transfer agent or registrar for the Common Stock, a Rights CertificatesCertificate, in substantially the form of Exhibit A hereto, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Restated Rights Agreement. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, by first- class, postage-prepaid mail, to each record holder of shares of 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. With respect to certificates for Common Stock Shares and Book Entry Shares, as applicable, outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock or Book Entry Shares, registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares Common Shares outstanding as of Common Stock outstanding at the Close of Business 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 such Common Shares. (c) Unless the shares Board of Directors by resolution adopted at or before the time of the issuance of any Common Stock Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the date hereof but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates and Book Entry Shares representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form: With respect to such certificates or Book Entry Shares, as applicable, containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares represented by such certificates or Book Entry Shares, as applicable, shall be evidenced by such certificates or Book Entry Shares, as applicable, alone, and the transfer of any such certificate or Book Entry Shares, as applicable, (with or without a copy of the Summary of Rights) shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (cd) Certificates issued for shares In the event that the Company purchases or acquires any Common Shares after the date hereof but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (e) Notwithstanding the provisions of Common Stock (includingthis section, without limitation, certificates issued upon transfer, exchange neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Restated Rights Agreement or replacement the rights of shares any holder of Common Stock) after May 5, 1997 but before the earliest of theRights.

Issuance of Rights Certificates. (a) Until the Distribution Date, : (i) the Rights will shall be issued in respect of and shall be evidenced (subject to the provisions of 3(b) hereof) by the certificates for representing the shares of Common Stock registered in issued and outstanding on the names Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the holders of Distribution Date, the Common Stock Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also to be certificates for evidencing the Rights) ), and not by separate certificates, and ; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights will associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the underlying surrender for transfer of any certificate for such shares of Common Stock (including a shall also constitute the surrender for transfer to of the Company)Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send shall mail, by first first-class, insured, postage prepaid mail, to each record holder of the Common 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 certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, subject to adjustment as provided hereinthe Rights will be evidenced solely by such Rights Certificates. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereofof this Agreement, at the time of distribution of the Right Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as As soon as practicable thereafterafter the Record Date, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records such records. (c) Rights shall be issued in respect of the Company. With respect to certificates for all shares of Common Stock outstanding as which are issued or sold by the Company after the Record Date but prior to the earliest of the Close of Business on May 5, 1997 until the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation and American Stock Transfer and Trust Company, as Rights Agent, dated as of September 18, 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 Exide Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Exide Corporation will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rights)a written request therefor. Until Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Distribution Date (or Rights Agreement) may become null and void and the earlier Redemption Date or Final Expiration Date), the surrender for transfer holder of any certificate for shares of Common Stock outstanding at the Close of Business on the Record Date, with or without a copy of the Summary of such Rights attached thereto, (including any subsequent holder) shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebynot have any right to exercise such Rights. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit A to this Agreement (a “Rights Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 or as soon as practicable thereafter, Upon the Company will send a copy request of a Summary of Rights, by first- class, postage-prepaid mail, to each record any holder of shares of any Common Stock as of the Close of Business on the Record DateShares or, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Close of Business on May 5, 1997 until after the Distribution Date, the Rights will be evidenced by such certificates for shares holder of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of any Rights). Until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding Company shall, at the Close of Business on the Record Dateits expense, with or without provide a copy of the Summary of Rights in the form attached theretohereto as Exhibit B. (c) Unless the Board of Directors, by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s benefit plans) of any Common Shares, specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the date of this Agreement but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Oracle Corporation and Computershare Trust Company, N.A., dated as of January 31, 2006, as such may subsequently be amended (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 Oracle 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. Oracle Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in Section 11(a)(ii) of the Rights Agreement, Rights beneficially owned by any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain other Persons shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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 shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, : (i) the Rights will shall be issued in respect of and shall be evidenced (subject to the provisions of 3(b) hereof) by the certificates for representing the shares of Common Stock registered in issued and outstanding on the names Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the holders of Distribution Date, the Common Stock Redemption Date, the Exchange Date and the Expiration Date (which certificates for Common Stock shall be deemed to also to be certificates for evidencing the Rights) ), and not by separate certificates, and ; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights will associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a and the surrender for transfer to of any certificate for such shares of Common Stock shall also constitute the Company)surrender for transfer of the Rights associated with the shares of Common Stock represented thereby. 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, and the Company will deliver to the Rights Agent will send to be countersigned, which the Rights Agent shall do, and the Rights Agent shall mail, by first first-class, insured, postage prepaid mail, to each record holder of the Common 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 certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, subject to adjustment as provided hereinthe Rights will be evidenced solely by such Rights Certificates. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11(o), at the time of distribution of the Right Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5the Record Date, 1997 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Record DateDate (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. With respect to certificates for Common Stock outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Date or Final and the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding at the Close of Business 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 shares of Common Stock represented thereby. (c) Certificates Rights shall be issued for in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date or the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (includingi) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, without limitationor (ii) upon the exercise, certificates conversion or exchange of securities issued upon transferby the Company prior to the Distribution Date, exchange issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or replacement sale; provided, however, that (x) no such Rights and Rights Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificates would be issued; and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock) Stock outstanding on the Record Date or shares of Common Stock issued after May 5, 1997 the Record Date but before prior to the earliest of thethe Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, written on or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between First Priority Group, Inc. and North American Transfer Co., as Rights Agent, dated as of December 28, 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 First Priority 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. First Priority 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, as set forth in the Rights Agreement, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B to this Agreement (a "Rights Certificate"), --------- ------------------ evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the "Summary of Rights"), --------- ----------------- by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between DURECT Corporation and EquiServe Trust Company, N.A. as the Rights Agent, dated as of July 6, 2001 (the "Rights Agreement"), the terms of which are hereby ---------------- incorporated herein by reference and a copy of which is on file at the principal executive offices of DURECT Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. DURECT Corporation will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the 7 holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN INTERLINK COMPUTER SCIENCES, INC. AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF FEBRAURY 25, 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 INTERLINK COMPUTER SCIENCES, 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. INTERLINK COMPUTER SCIENCES, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such 8 certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NETSCAPE COMMUNICATIONS CORPORATION AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF NOVEMBER 23, 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 NETSCAPE COMMUNICATIONS 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. NETSCAPE COMMUNICATIONS 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, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until . (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date (or the Expiration Date (or, in certain circumstances provided in Section 22 hereof, after the Distribution Date) specifies to the contrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ROXIO, INC. AND [RIGHTS AGENT], AS THE RIGHTS AGENT, DATED AS OF [DATE OF ADOPTION], 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ROXIO, 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. ROXIO, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier Redemption of the Distribution Date or Final the Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. (cd) Certificates issued for shares of In the event that the Company purchases or acquires any Common Stock (includingShares after the Record Date but prior to the Distribution Date, without limitation, certificates issued upon transfer, exchange or replacement of shares of any Rights associated with such Common Stock) after May 5, 1997 but before Shares shall be deemed canceled and retired so that the earliest of theCompany shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, at the expense of the Company, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.substantially the (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of RightsRights in substantially the form of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as of the Close of Business on May 5, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company's benefit plans) of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such Common Shares shall also be deemed to be certificates for shares of Common Stock (includingRights, without limitationand shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SIMULATION SCIENCES INC. AND HARRXX XXXST COMPANY OF CALIFORNIA AS THE RIGHTS AGENT, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5DATED AS OF AUGUST 13, 1997 but before the earliest of the(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 SIMULATION SCIENCES 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. SIMULATION SCIENCES 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit B hereto (a --------- "RIGHTS CERTIFICATE"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights in substantially the form of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by first- first-class, postage-prepaid --------- mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares specifies to the contrary, 1997 until Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between KeraVision, Inc. and BankBoston, N.A. as the Rights Agent, dated as of August 18, 1997 (the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of KeraVision, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. KeraVision, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Units registered in the names of the holders thereof or, in the case of uncertificated Common Units registered in book entry form (“Book Entry Units”), by notation in book entry accounts reflecting the ownership of such Common Stock Units (which certificates for Common Stock and Book Entry Units, as applicable, shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Units. Until the underlying shares earlier of Common Stock (including a the Distribution Date, or the Expiration Date, the surrender for transfer to of such Unit certificates shall also constitute the Company)surrender for transfer of the Rights associated with the Units represented thereby. As soon as practicable after the Distribution Date, the Partnership will prepare and execute, the Rights Agent will countersign, and the Partnership will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Units as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyPartnership, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Unit so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Unit has been made pursuant to Section 11(p11(a)(i) or Section 11(i) hereof, then at the time of distribution of the Right Rights Certificates, the Company Partnership shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred solely by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Units, and the holders of such Rights Certificates as listed in the records of the Partnership or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 or as As soon as practicable thereafterafter the Record Date, the Company Partnership will send a copy of a Summary of Rights in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record DateUnits that requests same, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as Partnership. (c) Unless the General Partner by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5options under the Partnership’s benefit plans) of any Units specifies to the contrary, 1997 until Rights shall be issued in respect of all Units that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Units shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Unit Purchase Rights Agreement between STAR Group, L.P. and Computershare Trust Company, N.A. (and its successors and assigns) as the Rights Agent, dated as of March 24, 2023 (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 Star Group, L.P. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Star Group, L.P. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration Date), the Rights associated with the Units represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Units represented thereby. In the event that the Partnership purchases or acquires any Units after the Record Date but prior to the Distribution Date, any Rights associated with such Units shall be deemed canceled and retired so that the Partnership shall not be entitled to exercise any Rights associated with the Units which are no longer outstanding. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of 3(bSections 3(b)and3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN OUTSOURCE INTERNATIONAL, INC. AND [RIGHTS AGENT], AS THE RIGHTS AGENT, DATED AS OF _______ 1997 (A, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF OUTSOURCE INTERNATIONAL, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY BE EXCHANGED FOR SHARES OF COMMON STOCK OR OTHER SECURITIES OR ASSETS OF THE COMPANY OR A SUBSIDIARY OF THE COMPANY, MAY EXPIRE, MAY BECOME VOID OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. OUTSOURCE INTERNATIONAL, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. The failure to print the foregoing legend on any such certificate for Common Shares or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) hereofand 3(c) of this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate in substantially the form of Exhibit B to this Agreement (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights in substantially the form of Exhibit C to this Agreement (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors, by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares, 1997 until specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Shares Rights Agreement between A.P. Pharma, Inc. and Computershare Trust Company, N.A., as the Rights Agent, dated as of December 18, 2006 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of A.P. Pharma, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. A.P. Pharma, Inc. will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. 4. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares 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 certificates for Common Stock outstanding as . (c) Unless the Board of Directors by resolution adopted at or before the time of the Close issuance (including pursuant to the exercise of Business on May 5rights under the Company's benefit plans) of any Common Shares specifies to the contrary, 1997 until Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between NetFRAME Systems Incorporated and The First National Bank of Boston, as the Rights Agent, dated as of October 24, 1996, as it may be amended from time to time, (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of NetFRAME Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. NetFRAME Systems Incorporated will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rightsa written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, : (i) the Rights will shall be issued in respect of and shall be evidenced (subject to the provisions of 3(b) hereof) by the certificates for representing the shares of Common Stock registered in issued and outstanding on the names Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the holders of Distribution Date, the Common Stock Redemption Date, or the Expiration Date (which certificates for Common Stock shall be deemed to also to be certificates for evidencing the Rights) ), and not by separate certificates, and ; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights will associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the underlying surrender for transfer of any certificate for such shares of Common Stock (including a shall also constitute the surrender for transfer to of the Company)Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send shall mail, by first first-class, insured, postage prepaid mail, to each record holder of the Common 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 certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time prior to the Distribution Date pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, subject to adjustment as provided hereinthe Rights will be evidenced solely by such Rights Certificates. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereofof this Agreement, at the time of distribution of the Right Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as As soon as practicable thereafterafter the Record Date, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records such records. (c) Rights shall be issued in respect of the Company. With respect to certificates for all shares of Common Stock outstanding as which are issued after the Record Date but prior to the earliest of the Close of Business on May 5, 1997 until the Distribution Date, the Redemption Date and the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Great Lakes Chemical Corporation and Xxxxxx Trust Company of New York as Rights Agent dated as of September 7, 1989, 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 Great Lakes Chemical Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by such separate certificates for shares and will no longer be evidenced by this certificate. Great Lakes Chemical Corporation will mail to the holder of Common Stock registered in the names of the holders thereof (together with this certificate a copy of the Summary Rights Agreement without charge after receipt of Rights)a written request therefor. Until the Distribution Date Under certain circumstances, Rights beneficially owned by Acquiring Persons, Adverse Persons or their Associates or Affiliates (or the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding at 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 as such terms are defined in the Rights associated with Agreement) may become null and void and the shares holder of Common Stock represented therebysuch Rights (including any subsequent holder) shall not have any right to exercise such Rights. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) a. Until the Distribution DateClose of Business on the day (or such later date as may be determined by action of the Board of Directors, upon approval by a majority of the Continuing Directors) which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth business day after 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 20% or more of any class of the then outstanding shares of Voting Stock of the Company (irrespective <PAGE> 6 of whether any shares are actually purchased pursuant to any such offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of 3(b) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (which together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right certificates, and the record holders of such certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, the record holders of the Rights represented thereby and (iiy) the Rights will each Right shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the underlying Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. b. Rights shall be issued in respect of all shares of Common Stock (including a transfer that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock issued (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the First Amended and Restated Rights Agreement between Saks Incorporated and The Bank of New York (the "Rights Agent"), dated as of January 28, 2002, as it may be 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 executive offices of Saks Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Saks Incorporated shall 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 as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person. c. 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 (and the Rights Agent will, if requested, send), by first class, insuredclass mail, postage prepaid mailprepaid, to each record holder of the Common 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 such records, a certificate in the records of the Company, one or more form provided by Section 4 hereof (a "Rights CertificatesCertificate"), evidencing one <PAGE> 7 Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will rights shall be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, Certificates and may be transferred by first- class, postage-prepaid mail, to each record holder of shares of 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. With respect to certificates for Common Stock outstanding as of the Close of Business on May 5, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding at 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 the Rights associated with the shares Certificate as permitted hereby, separately and apart from any transfer of Common Stock represented thereby. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange one or replacement of more shares of Common Stock) after May 5, 1997 but before the earliest of the.

Issuance of Rights Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof) (x) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the record holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (”Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights), (y) by the certificates for the Warrants (or, by notations in the respective Book Entry accounts for the Warrants), or (z) by the certificates for the Existing Preferred Stock (or, by notations in the respective Book Entry accounts for the Existing Preferred Stock), and in each case not by separate certificates, and the registered holders of the Common Shares, Warrants or Existing Preferred Stock shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares, Warrants and shares of Common Stock the Existing Preferred Stock, as applicable (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company and upon the Company’s provision of customary opinions of counsel to the Rights Agent, the Rights Agent shall countersign and the Company will send by first classor cause to be sent (and the Rights Agent will, insuredif so requested and provided with all necessary information and documents will, postage prepaid mailat the expense of the Company, send), in accordance with Section 27 hereof, to each record holder of the Common Shares, the Warrants and the Existing Preferred Stock as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Related Person of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights CertificatesCertificate”), evidencing one Right for each share Common Share so held or one Right for each Common Share that each such record holder of Warrants or Existing Preferred Stock would be entitled to receive if such record holder’s Warrants or Existing Preferred Stock were fully exercised for or convertible into Common Stock so heldShares, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. Notwithstanding anything in this Agreement to the contrary, if, at any time after the date hereof and prior to the Distribution Date, the number of Common Shares issuable upon exercise of the Warrants or upon conversion of any shares of the Existing Preferred Stock is adjusted pursuant to their respective terms, then the number of Rights associated with such Warrants or shares of Existing Preferred Stock shall be proportionately adjusted so that the number of Rights thereafter associated with such Warrants or shares of Existing Preferred Stock equals the result obtained by multiplying the number of Common Shares issuable upon exercise of such Warrants or upon conversion of such shares of Existing Preferred Stock by the number of Rights associated with each Common Share then outstanding. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send shall make available a copy of a Summary of Rights, by first- class, postage-prepaid mailin substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to each any record holder of shares of Common Shares, Warrants or Existing Preferred Stock as of the Close of Business on the Record Date who may so request a copy from time to time prior to the Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares, Warrants or Existing Preferred Stock outstanding as of the Close of Business on May 5Record Date or Common Shares issued subsequent to the Record Date, 1997 until the earlier of the Distribution Date and the Expiration Date, the Rights associated with such Common Shares, Warrants or Existing Preferred Stock will be evidenced by such certificates for shares of Common Stock or Book Entry accounts registered in the names of the record holders thereof (together with a copy of the Summary of Rights)thereof. Until the earlier of the Distribution Date (or and the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares or the transfer of any Book Entry representing Common Shares, Warrants or Existing Preferred Stock outstanding at the Close of Business 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 shares of Common Stock Shares, Warrants or Existing Preferred Stock, as applicable, represented thereby. (c) Certificates issued for shares of Common Stock (includingRights shall be issued, without limitationany further action, in respect of all Common Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights shall also be issued to the extent provided in Section 22 hereof. Certificates and Book Entry Common Shares evidencing such Common Shares shall have printed or otherwise affixed to them a legend in substantially the following form: “This [certificate/statement] also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between AiAdvertising, Inc., a Nevada corporation (the “Company”), and Worldwide Stock Transfer, LLC, as rights agent (or any successor rights agent) (the “Rights Agent”), dated as of June 6, 2023, as the same may be amended, extended or renewed 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. 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/statement]. The Company will mail to the registered holder of this [certificate/statement], without charge, a copy of the Rights Agreement, as in effect on the date of mailing, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights which are issued upon or transferred to, which are or have been Beneficially Owned by an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement) or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” With respect to any Book Entry Common Share, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates or Ownership Statements containing the foregoing legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Shares evidenced by such certificates or Book Entry Common Shares shall be evidenced by such certificates or such Book Entry Common Share (including any Ownership Statements) alone and the surrender for transfer of any certificate or transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. Notwithstanding this Section 3(c) or anything to the contrary that may be contained elsewhere in this Agreement, neither the failure to print the foregoing legend on any certificates representing Common Shares or any defect that may be contained in the legend that is so printed, nor the failure to provide the notice thereof to the holder of any Book Entry Shares, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event the Company purchases or otherwise acquires any Common Shares, Warrants or Existing Preferred Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares, Warrants or Existing Preferred Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with such Common Shares, Warrants or Existing Preferred Stock that are no longer outstanding. In the event that any Common Shares, Warrants or Existing Preferred Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such shares. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing Common Shares, Warrants or Existing Preferred Stock are issued in connection with the transfer, split-up, combination or exchange of certificate(s) representing Common Shares, Warrants or replacement Existing Preferred Stock or if new certificate(s) representing Common Shares, Warrants or Existing Preferred Stock are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear a legend in substantially the form of shares of Common Stock) after May 5, 1997 but before the earliest of theforegoing.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN POLYCOM, INC. AND BANKBOSTON, N.A. AS THE RIGHTS AGENT, DATED AS OF JULY 15, 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 POLYCOM, 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. POLYCOM, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE THIRD AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN ADAPTEC, INC. AND MELLON INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF FEBRUARY 1, 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ADAPTEC, 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. ADAPTEC, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NETMANAGE, INC. AND BANKBOSTON, N.A. AS THE RIGHTS AGENT, DATED AS OF MAY 7, 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 NETMANAGE 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. NETMANAGE 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, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such Common Shares shall also be deemed to be certificates for shares of Common Stock (includingRights, without limitationand shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PERCLOSE, certificates issued upon transferINC. AND NORWEST BANK MINNESOTA, exchange or replacement of shares of Common Stock) after May 5N.A., AS THE RIGHTS AGENT, DATED AS OF JANUARY 27, 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PERCLOSE, 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. PERCLOSE, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but before prior to the earliest of theDistribution 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or or, if earlier, the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock Shares outstanding at the Close of Business 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 shares of Common Stock Shares represented thereby. (c) Certificates issued for shares Unless the Board of Common Stock (including, without limitation, certificates issued upon transfer, exchange Directors by resolution adopted at or replacement of shares of Common Stock) after May 5, 1997 but before the earliest time of thethe issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SPLASH TECHNOLOGY HOLDINGS, INC. AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF JANUARY 27, 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 SPLASH TECHNOLOGY HOLDINGS, 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. SPLASH TECHNOLOGY HOLDINGS, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common 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. (d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such 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 Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of 3(bparagraph (b), (c) hereofand (d) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first first-class, insured, postage prepaid mail, to each such record holder of the Common 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, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Right Certificates, Rights Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as soon As promptly as practicable thereafterfollowing the Rights Dividend Declaration Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first- first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Record Datethat day, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock registered in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (including the issuance of Common Stock pursuant to the exercise of rights under the Company's benefit plans), unless the Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock shall also be deemed to be certificates for Rights. (d) Any certificates issued by the Company after the Record Date that represent shares of Common Stock in respect of which rights have been issued shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the names Rights Agreement between Codorus Valley Bancorp, Inc. (the "Company") and Peoples Bank of Xxxx Rock (the "Rights Agent") dated as of November 4, 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the holders thereof (together with Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Summary Rights Agreement, as in effect on the date of Rightsmailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void, and the transfer of such Rights may be deemed to be restricted. Until With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration Date), the surrender for Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any certificate for shares of Common Stock outstanding at the Close of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebyby such certificates. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of 3(bparagraph (b), (c) hereofand (d) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first first-class, insured, postage prepaid mail, to each such record holder of the Common 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, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Right Certificates, Rights Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On May 5, 1997 or as As soon as practicable thereafterafter the date of this Agreement, the Company will send shall file with the Securities and Exchange Commission the full text of this Agreement and a copy revised summary thereof, which revised summary shall be in substantially the form of a Exhibit B hereto (the "Revised Summary of Rights, by first- class, postage-prepaid mail, "). The Summary of Rights mailed to each record holder of shares of Common Stock as of the Close close of Business business on the Record Date, at Date shall be deemed amended and restated from and after the address date hereof by the Revised Summary of such holder shown on the records of the CompanyRights. With respect to certificates for the Common Stock outstanding as of the Close of Business on May 5date hereof, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock registered in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights have been, and shall be, issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, unless the Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock shall also be deemed to be certificates for Rights. (d) Any Outstanding Certificates (and any certificates issued by the Company after the date of this Agreement bearing the same legend as the Outstanding Certificates) shall be deemed to bear, and, except as set forth in the names previous clause, any certificates issued by the Company after the date of this Agreement, that represent shares of Common Stock in respect of which Rights have been issued shall bear, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Second Amended and Restated Rights Agreement between Xxxxxx Financial Corporation (the "Company") and Xxxxxx Bank (the "Rights Agent") dated as of April 27, 1999 (as such Rights Agreement may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the holders thereof (together with Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Summary Rights Agreement, as in effect on the date of Rightsmailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void, and the transfer of such Rights may be deemed to be restricted. Until With respect to such certificates containing the foregoing legend (or deemed to contain such legend), until the earlier of (i) the Distribution Date or (or ii) the earlier Redemption Date or Final Expiration Date), the surrender for Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any certificate for shares of Common Stock outstanding at the Close of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebyby such certificates. Notwithstanding this paragraph (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. (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Common Stock) after May 5, 1997 but before the earliest of the

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested and provided with all necessary information, send) by first first-class, insured, postage postage- prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-postage- prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until . (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date (or the Expiration Date (or, in certain circumstances provided in Section 22 hereof, after the Distribution Date) specifies to the contrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ROXIO, INC. AND MELLON INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF MAY 18, 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ROXIO, 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. ROXIO, 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 IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier Redemption of the Distribution Date or Final the Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. (cd) Certificates issued for shares of In the event that the Company purchases or acquires any Common Stock (includingShares after the Record Date but prior to the Distribution Date, without limitation, certificates issued upon transfer, exchange or replacement of shares of any Rights associated with such Common Stock) after May 5, 1997 but before Shares shall be deemed canceled and retired so that the earliest of theCompany shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock (including a Shares shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. 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 (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights Certificates, Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On May 5, 1997 the Record Date or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights, Rights by first- first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Stock Shares outstanding as of the Close of Business on May 5Record Date, 1997 until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until . (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date (or the Expiration Date (or, in certain circumstances provided in Section 22 hereof, after the Distribution Date) specifies to the contrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE SECOND AMENDED AND RESTATED PREFERRED RIGHTS AGREEMENT BETWEEN 3COM CORPORATION AND FLEET NATIONAL BANK, N.A., AS THE RIGHTS AGENT, DATED AS OF MARCH 8, 2001, (THE "PREFERRED SHARES 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 3COM CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE PREFERRED SHARES RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. 3COM CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE PREFERRED SHARES RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT BY IT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE PREFERRED SHARES RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR ASSOCIATES OR AFFILIATES (AS DEFINED IN THE PREFERRED SHARES RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BE LIMITED AS PROVIDED IN THE PREFERRED SHARES RIGHTS AGREEMENT. With respect to such certificates containing the foregoing legend, until the earlier Redemption of the Distribution Date or Final the Expiration 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 for shares of Common Stock outstanding at 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 the Rights associated with the shares of Common Stock Shares represented thereby. (cd) Certificates issued for shares of In the event that the Company purchases or acquires any Common Stock (includingShares after the Record Date but prior to the Distribution Date, without limitation, certificates issued upon transfer, exchange or replacement of shares of any Rights associated with such Common Stock) after May 5, 1997 but before Shares shall be deemed canceled and retired so that the earliest of theCompany shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.