Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse Party) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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, in substantially the form attached hereto as Exhibit B (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, 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. (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. Certificates representing such shares of Common Stock issued after the date hereof and prior to the earlier of the Distribution Date or the Expiration Date 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 Rights Agreement between CHS Electronics, Inc. (the "Company") and Interwest Transfer Company, as Rights Agent (the "Rights Agent"), dated as of January 16, 1998, as amended and restated as of March 18, 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after the 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, AN ADVERSE PARTY 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 On the earlier of (i) the close of business on the tenth day after the Stock Acquisition Record Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Dateor as soon as practicable thereafter), or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse Party) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form attached hereto as Exhibit B (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C A (the "Summary of Rights"), by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto . (b) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or such earlier or later date (not beyond the thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date that otherwise would have occurred or (ii) such date, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Amended Acquiring Person after the date of the bona fide 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 Restated Summary Associates, would be the Beneficial Owner of Rights which 15% or more of the then outstanding shares of Voting Stock of the Company may(irrespective of whether any shares are actually purchased pursuant to any such offer and with the Board of Directors in its good faith judgment determining whether such commencement or announcement is bona fide) (the earlier of such dates being herein referred to as the "Distribution Date"), but (x) the Rights shall not be required toevidenced by the Book-Entries, send to or certificates for, Common Stock registered in the name of the holders of its Common Stock. With respect to Stock (together with, in the case of Book-Entries representing, or the certificates for the for, Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof Distribution Date. Certificates for Common Stock and confirmations evidencing Book-Entries (including, without limitation, certificates issued upon original issuance, dispensation from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between CHS ElectronicsGeoworks Corporation, Inc. a Delaware corporation (the "Company") and Interwest Transfer CompanyMellon Investor Services, as Rights Agent LLC (the "Rights Agent"), dated as of January 16March 9, 1998, as amended and restated as of March 18, 1999 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF was or becomes an Acquiring Person or any Affiliate or Associates thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. (d) 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 class mail, postage prepaid, 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 form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock. (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse Partyshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Distribution Date from the Company, the Rights Agent will send send, at the expense of the Company, 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, in substantially the form attached hereto as of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, 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. (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. Certificates representing such shares of Common Stock issued after the date hereof and prior to the earlier of the Distribution Date or the Expiration Date 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 Rights Agreement between CHS Electronics, Inc. (the "Company") and Interwest Transfer Company, as Rights Agent (the "Rights Agent"), dated as of January 16, 1998, as amended and restated as of March 18, 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after the 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, AN ADVERSE PARTY 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) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the Company or then outstanding shares of any Subsidiary Voting Stock of the Company, or Corporation (irrespective of whether any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Corporation's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsXxxxxx, Inc. (the "CompanyCorporation") and Interwest First City Transfer Company, as Rights Agent Company (the "Rights Agent"), dated as of January 16February 1, 19981999, as it may be amended and restated as of March 18, 1999 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 CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 Corporation, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Corporation (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) Until On the earlier of (i) the close of business on the tenth day after the Stock Acquisition Record Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Dateor as soon as practicable thereafter), or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse Party) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form attached hereto as Exhibit B (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A or such other form as shall be acceptable to the Rights Agreement dated as of January 16, 1999 as Exhibit C Company (the "Summary of Rights"), by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto . (b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or such earlier or later date (not beyond the thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date that otherwise would have occurred or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Amended Acquiring Person) 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 Restated Summary Associates, would be the Beneficial Owner of Rights which 15% or more of the then outstanding shares of Voting Stock of the Company may(irrespective 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"), but (x) the Rights shall not be required to, send to evidenced by the same Book-Entries or the same certificates as for Common Stock registered in the name of the holders of its Common Stock. With respect to Stock (together with, in the case of Book-Entries representing or the certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced Summary of Rights) and not by such separate Book-Entries or separate Right certificates for the Common Stock and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights certificates shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (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 earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS Electronics, Inc. Xxxxx Medical Corp. (the "Company") and Interwest American Stock Transfer Company, as Rights Agent & Trust Co. (the "Rights Agent"), dated as of January 16November 18, 1998, as it may be amended and restated as of March 18, 1999 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 shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Company shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) 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), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company or (irrespective of whether any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof Distribution Date. Certificates for Common Stock and confirmations evidencing Book-Entries (including, without limitation, certificates issued upon original issuance, dispensation from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate [certificate] [confirmation] also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsX. X. Xxxxxx Company, Inc. (the "Company") and Interwest Transfer CompanyChaseMellon Shareholder Services L.L.C., as Rights Agent (the "Rights Agent"), dated as of January 16March 26, 19981999, as it may be amended and restated as of March 18, 1999 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 shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Company shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) 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), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth 10th day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person or an Adverse Partythe occurrence of a Section 11(a)(ii) Event) after the date that a tender of commencement by or exchange offer by on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(aan Exempt Person) of the General Rules and Regulations under the Exchange Acta tender offer or exchange offer, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for RightsRights Certificates) or, in the case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request by the Company, the Rights Agent will countersign (either by manual or facsimile signature), and the Company will send by first-classor cause to be sent (and the Rights Agent, insuredif so requested, postage prepaid mailwill send at the expense of the Company and upon receipt of all relevant information), in accordance with Section 26 hereof, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form attached hereto as of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of 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) After As promptly as practicable following the Record Date, the Company sent shall send a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common StockDate in accordance with Section 26 hereof. With respect to certificates for the representing Common Stock and Book Entry Shares outstanding as of 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 such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders thereof or Book Entry Shares, as applicable, in each case together with a copy of the associated Summary of Rights. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any certificates representing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof or Book Entry Shares), with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights Right associated with such shares of Common Stocktherewith. (c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the date hereof and prior Distribution Date. Certificates evidencing such Common Stock shall have printed or otherwise affixed to the earlier of the Distribution Date them a legend or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear statement substantially in the following legendform: "This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between CHS ElectronicsCommercial Vehicle Group, Inc. (the "“Company"”) and Interwest Transfer Company, as the Rights Agent (the "Rights Agent"), thereunder dated as of January 16June 25, 19982020, as may be amended and restated as of March 18, 1999 from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights beneficially owned by any Person who is, OR HELD BYwas, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, MAY BECOME NULL AND VOIDmay become null and void. With respect to any Book Entry Shares, a legend or statement in substantially the form of the foregoing shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and the surrender for transfer of any certificate or Book Entry Shares shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or otherwise acquires any Common Stock 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 Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of 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 or statement in substantially the form of the foregoing."

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the Company or then outstanding shares of any Subsidiary Voting Stock of the Company, or Corporation (irrespective of whether any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries representing, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Corporation's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsLodgian, Inc. (the "CompanyCorporation") and Interwest Transfer Company, as Rights Agent First Union National Bank (the "Rights Agent"), dated as of January 16April 14, 19981999, as it may be amended and restated as of March 18, 1999 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 CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 Corporation, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Corporation (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A or such other form as may be acceptable to the Corporation (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the Company or then outstanding shares of any Subsidiary Voting Stock of the Company, or Corporation (irrespective of whether any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Corporation's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsMediaOne Group, Inc. (the "CompanyCorporation") and Interwest Transfer Company, as its Rights Agent (the "Rights Agent"), dated as of January 16, 1998, as it may be amended and restated as of March 18, 1999 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 CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 Corporation, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Corporation (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates and Persons with whom such Person is Acting in Concert, would be the Beneficial Owner of 5% or more of the Company or of any Subsidiary then-outstanding shares of the Company, or Corporation’s Common Stock (irrespective of whether any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "“Distribution Date"”); provided, however, that if such tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer, (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of any certificates representing shares of Common Stock (subject to adjustment as hereinafter provided). Notwithstanding the foregoing, a Distribution Date shall not occur solely as a result of any request by any of the Investor Parties calling for a special meeting pursuant to the By-Laws in respect accordance with the Settlement Agreement. Until the Distribution Date (or, if earlier, the Expiration Date), transfer on the Corporation’s direct registration system of which Rights have been issued any Common Stock represented by a Book-Entry or the surrender for transfer of any certificate for Common Stock shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsTSR, Inc. (the "Company"“Corporation”) and Interwest Continental Stock Transfer Company, as Rights Agent & Trust Company (the "“Rights Agent"”), dated as of January 16August 29, 19982018, as it may be amended and restated as of March 18, 1999 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 CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 11(a)(ii) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE ASSOCIATES OR ASSOCIATE THEREOF PERSONS WITH WHOM SUCH PERSONS ARE ACTING IN CONCERT (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. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 Corporation, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Rights Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held; provided, however, that the Rights may instead be recorded in Book-Entry or other uncertificated form, in which case such Book-Entries or other evidence of ownership shall be deemed to be Rights Certificates for all purposes of this Rights Agreement ; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to such Rights recorded in Book-Entry or other uncertificated forms, and all requirements with respect to the form of any Rights Certificate set forth in this Rights Agreement, may be modified as necessary or appropriate to reflect Book-Entry or other uncertificated ownership. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Corporation (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates and Persons with whom such Person is Acting in Concert, would be the Beneficial Owner of 5% or more of the Company or of any Subsidiary then-outstanding shares of the Company, or Corporation’s Common Stock (irrespective of whether any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "“Distribution Date"”); provided, however, that if such tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer, (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of any certificates representing shares of Common Stock in respect (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date), transfer on the Corporation’s direct registration system of which Rights have been issued any Common Stock represented by a Book-Entry or the surrender for transfer of any certificate for Common Stock shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsTSR, Inc. (the "Company"“Corporation”) and Interwest Continental Stock Transfer Company, as Rights Agent & Trust Company (the "“Rights Agent"”), dated as of January 16August 29, 19982018, as it may be amended and restated as of March 18, 1999 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 CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 11(a)(ii) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE ASSOCIATES OR ASSOCIATE THEREOF PERSONS WITH WHOM SUCH PERSONS ARE ACTING IN CONCERT (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. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 Corporation, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Rights Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held; provided, however, that the Rights may instead be recorded in Book-Entry or other uncertificated form, in which case such Book-Entries or other evidence of ownership shall be deemed to be Rights Certificates for all purposes of this Rights Agreement ; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to such Rights recorded in Book-Entry or other uncertificated forms, and all requirements with respect to the form of any Rights Certificate set forth in this Rights Agreement, may be modified as necessary or appropriate to reflect Book-Entry or other uncertificated ownership. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Corporation (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company or (irrespective of whether any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book- Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates of Common Stock issued (including, without limitation, certificates issued upon original issuance, dispensation from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsXXXXXX XXXXXX, Inc. LTD. (the "Company") and Interwest Transfer Company, as Rights Agent AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights Agent"), dated as of January 16November 14, 19982001, as it may be amended and restated as of March 18, 1999 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 shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Company shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) 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), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the Company or then outstanding shares of any Subsidiary Voting Stock of the Company, or Corporation (irrespective of whether any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Corporation's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 3(e) hereof and Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 3(e) hereof and Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS Electronics, VitalWorks Inc. (the "CompanyCorporation") and Interwest Transfer CompanyStockTrans, as Rights Agent Inc. (the "Rights Agent"), dated as of January 16December 5, 19982002, as it may be amended and restated as of March 18, 1999 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 CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 Corporation, at the address of such holder shown on such records, a certificate substantially in the form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Corporation (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent (if provided with all necessary information) shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company or (irrespective of whether any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the representing Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS Electronics, Minerals Technologies Inc. (the "Company") and Interwest Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C. (the "Rights Agent"), dated effective as of January 16September 13, 19981999, as it may be amended and restated as of March 18, 1999 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 shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Company shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) 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), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDED that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company or (irrespective of whether any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates of Common Stock issued (including, without limitation, certificates issued upon original issuance, dispensation from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS Electronics, Inc. SUPERVALU INC. (the "Company") and Interwest Transfer CompanyNorwest Bank Minnesota, as Rights Agent N.A. (the "Rights Agent"), dated as of January 16April 12, 19982000, as it may be amended and restated as of March 18, 1999 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 shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Company shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) 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), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth 10th day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person or an Adverse Partythe occurrence of a Section 11(a)(ii) Event) after the date that a tender of commencement by or exchange offer by on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(aan Exempt Person) of the General Rules and Regulations under the Exchange Acta tender offer or exchange offer, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for RightsRights certificates) or, in the case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request by the Company, the Rights Agent will countersign, and the Company will send by first-classor cause to be sent (and the Rights Agent, insuredif so requested, postage prepaid mailwill send at the expense of the Company and upon receipt of all relevant information), in accordance with Section 26 hereof, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form attached of Exhibit A hereto as Exhibit B (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of 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) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the representing Common Stock and Book Entry Shares outstanding as of 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 such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof or Book Entry Shares. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any certificates representing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof or Book Entry Shares) shall also constitute the transfer of the Rights Right associated with such shares of Common Stocktherewith. (c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the date hereof and prior Distribution Date. Certificates evidencing such Common Stock shall have printed or otherwise affixed to the earlier of the Distribution Date them a legend or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear statement substantially in the following legendform: "This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between CHS ElectronicsXxxxxx & Xxxxx Education, Inc. Inc., (the "“Company"”) and Interwest Transfer Computershare Trust Company, as Rights Agent N.A. (or any successor rights agent, the "“Rights Agent"”), dated as of January April 16, 19982024, as may be amended and restated as of March 18, 1999 from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights beneficially owned by any Person who is, OR HELD BYwas, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, MAY BECOME NULL AND VOIDmay become null and void. With respect to any Book Entry Shares, a legend or statement in substantially the form of the foregoing shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and the surrender for transfer of any certificate or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or otherwise acquires any Common Stock 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 Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of 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 or statement in substantially the form of the foregoing."

Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse Party) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) being herein referred to as the "Distribution Date"), (x) the The Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3Section) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock also shall be deemed also to be certificates for Rights) and not by separate certificates, and certificates until the earliest of (ysuch date being hereinafter the "Distribution Date"): (i) The Close of Business on 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 tenth Business Day after the Distribution DateShare Acquisition Date (or, if the Rights Agent will send by first-class, insured, postage prepaid mail, Share Acquisition Date shall have occurred prior 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, in substantially the form attached hereto as Exhibit B (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy Close of a Summary of Rights, in substantially Business on the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on tenth Business Day after the Record Date, at the address ); (ii) The Close of such holder shown Business on the records tenth Business Day (or such other Business Day as may be determined, in compliance with this Agreement, by action of the Company. Attached hereto is an Amended and Restated Summary of Rights which Board) after the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as date of the Record Datecommencement by any Person (other than an Exempt Person) of, until or the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders first public announcement of the Common Stock shall also intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such Person would be the registered holders Beneficial Owner of 15% or more of the associated Rights. 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.Company then outstanding; and (ciii) Rights The Close of Business on the tenth Business Day after at least a majority of the Disinterested Directors who are not officers of the Company shall have determined that a Person is an "Adverse Person" (as hereinafter defined). Such date shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior referred to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock issued after the date hereof and prior to the earlier of the Distribution Date or the Expiration Date 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 herein as set forth in the Rights Agreement between CHS Electronics, Inc. (the "CompanyDistribution Date"; provided, however, that if any tender or exchange offer referred to in Section 2.1(a)(ii) and Interwest Transfer Companyis cancelled, as Rights Agent (the "Rights Agent"), dated as of January 16, 1998, as amended and restated as of March 18, 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after the 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, AN ADVERSE PARTY 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."terminated or otherwise

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth 10th day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person or an Adverse Partythe occurrence of a Section 11(a)(ii) Event) after the date that a tender of commencement by or exchange offer by on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(aan Exempt Person) of the General Rules and Regulations under the Exchange Acta tender offer or exchange offer, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for RightsRights Certificates) or, in the case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign (either by manual or facsimile signature), and the Company will send by first-classor cause to be sent (and the Rights Agent, insuredif so requested, postage prepaid mailwill send), in accordance with Section 26 hereof, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form attached hereto as of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and the Rights will be transferable separately from the transfer of Common Stock. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the representing Common Stock and Book Entry Shares outstanding as of 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 such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof or Book Entry Shares, as applicable. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any certificates representing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof or Book Entry Shares), shall also constitute the transfer of the Rights Right associated with such shares of Common Stocktherewith. (c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the date hereof and prior Distribution Date. Certificates evidencing such Common Stock shall have printed or otherwise affixed to the earlier of the Distribution Date them a legend or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear statement substantially in the following legendform: "This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between CHS ElectronicsSilverBow Resources, Inc. (the "“Company"”) and Interwest Transfer Company, as the Rights Agent (the "Rights Agent"), thereunder dated as of January 16September 20, 1998, as amended and restated as of March 18, 1999 2022 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights beneficially owned by any Person who is, OR HELD BYwas, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, MAY BECOME NULL AND VOIDmay become null and void. With respect to any Book Entry Shares, a legend or statement in substantially the form of the foregoing shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and the surrender for transfer of any certificate or Book Entry Shares shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or otherwise acquires any Common Stock 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 Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of 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 or statement in substantially the form of the foregoing."

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day 10th Business Day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person or an Adverse Partythe occurrence of a Section 11(a)(ii) Event) after the date that a tender of commencement by or exchange offer by on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(aan Exempt Person) of the General Rules and Regulations under the Exchange Acta tender offer or an exchange offer, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for RightsRights Certificates) or, in the case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of the Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that, if a tender offer or an exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent, if so requested by first-classthe Company and provided with all reasonably necessary information and documentation, insuredin form and substance reasonably satisfactory to the Rights Agent, postage prepaid mailwill send), in accordance with Section 26 hereof, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificatesRights Certificates, in substantially the form attached hereto as of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing within two (2) Business Days. 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) After As promptly as practicable following the Record Date, the Company shall send or cause to be sent (or the Rights Agent, if so requested by the Company and provided with all reasonably necessary information and documentation, in form and substance reasonably satisfactory to the Rights Agent, will send) a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common StockDate in accordance with Section 26 hereof. With respect to certificates for the representing Common Stock and Book Entry Shares, as applicable, outstanding as of 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 such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders thereof, or by Book Entry Shares, as applicable, in each case together with a copy of the associated Summary of Rights. Until the earlier of the Distribution Date or and the Expiration Date, the transfer of any certificates representing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof, or by Book Entry Shares, as applicable), with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights Right(s) associated with such shares of Common Stocktherewith. (c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date Date, but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the date hereof and prior Distribution Date. Certificates evidencing such Common Stock shall have printed on or otherwise affixed to the earlier of the Distribution Date them a legend or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear statement substantially in the following legendform: "This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the a Rights Agreement between CHS ElectronicsArrowhead Pharmaceuticals, Inc. (the "“Company"”) and Interwest Transfer Computershare Trust Company, N.A. (or any successor rights agent), as Rights Agent (the "Rights Agent"), dated as of January 16March 21, 19982017, as it may from time to time be supplemented or amended and restated as of March 18, 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances, RIGHTS ISSUED TOas set forth in the Rights Agreement, OR HELD BYRights beneficially owned by any Person who is, ANY PERSON WHO ISwas, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, MAY BECOME NULL AND VOIDmay become null and void. With respect to any Book Entry Shares, a legend or statement in substantially similar form shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares, as applicable, shall be evidenced by such certificates or such Book Entry Shares alone, and the transfer of any such certificate or Book Entry Shares, as applicable, shall also constitute the transfer of the Rights associated with such Common Stock. In the event the Company purchases or otherwise acquires any Common Stock 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 Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), 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 Agreement or the rights of any holder of the Rights. After the Record Date, but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of 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 or statement in substantially the form of the foregoing."

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth 10th day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person or an Adverse Partythe occurrence of a Section 11(a)(ii) Event) after the date that a tender of commencement by or exchange offer by on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(aan Exempt Person) of the General Rules and Regulations under the Exchange Acta tender offer or exchange offer, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for RightsRights certificates) or, in the case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request by the Company, the Rights Agent will countersign, and the Company will send by first-classor cause to be sent (and the Rights Agent, insuredif so requested, postage prepaid mailwill send at the expense of the Company and upon receipt of all relevant information), in accordance with Section 26 hereof, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form attached hereto as of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of 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) After As promptly as practicable following the Record Date, the Company sent shall send a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common StockDate in accordance with Section 26 hereof. With respect to certificates for the representing Common Stock and Book Entry Shares outstanding as of 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 such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders thereof or Book Entry Shares, as applicable, in each case together with a copy of the associated Summary of Rights. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any certificates representing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof or Book Entry Shares), with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights Right associated with such shares of Common Stocktherewith. (c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the date hereof and prior Distribution Date. Certificates evidencing such Common Stock shall have printed or otherwise affixed to the earlier of the Distribution Date them a legend or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear statement substantially in the following legendform: "This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between CHS ElectronicsXxxxxx & Xxxxx Education, Inc. Inc., (the "“Company"”) and Interwest Transfer Computershare Trust Company, as Rights Agent N.A. (or any successor rights agent, the "“Rights Agent"”), dated as of January 16March 25, 19982020, as may be amended and restated as of March 18, 1999 from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights beneficially owned by any Person who is, OR HELD BYwas, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, MAY BECOME NULL AND VOIDmay become null and void. With respect to any Book Entry Shares, a legend or statement in substantially the form of the foregoing shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and the surrender for transfer of any certificate or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or otherwise acquires any Common Stock 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 Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of 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 or statement in substantially the form of the foregoing."

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the Stock Acquisition Date or such later date as may be determined by action of the Board of Directors prior to the tenth Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or and (ii) the close Close of business Business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyDirectors) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be an Acquiring Person or an Adverse Party (including, in the case of both clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) or and (ii) above being herein referred to as the "“Distribution Date"), ”): (x) the Rights (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date or, in the case of uncertificated shares of Company Common Stock registered in book-entry form (“Book Entry Shares”), by notation in accounts reflecting the ownership of such shares of Company Common Stock (which certificates for shares of Company Common Stock and Book Entry Shares, as applicable, shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing within two (2) Business Days. 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. 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 shares of Company 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 rights certificates, in substantially the form attached of Exhibit A hereto as Exhibit B (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(i11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.. 8 (b) After As promptly as practicable following the Record Date, the Company sent will (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Stock of the Company) send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C B (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Company or otherwise make the Summary of Rights which available and accessible to all such holders by posting it on the Company may, but shall not be required to, send to holders of its Common StockCompany’s website and maintaining such posting until the Expiration Date. With respect to certificates for the Company Common Stock outstanding as of the Record Date or issued subsequent to the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, until the Distribution Date, Date the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), the surrender for transfer of any certificates representing shares of such certificate for Company Common Stock in respect outstanding as of which Rights have been issued the Record Date shall also constitute the transfer of the Rights associated with such shares of the Company Common StockStock represented thereby. (c) Rights shall shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. In addition, Rights shall be issued with respect to all shares of Company Common Stock described in the second sentence of Section 22 hereof, subject to the provisions thereof. Certificates representing such shares of Company Common Stock issued after the date hereof and prior to the earlier of the Distribution Record Date or the Expiration Date 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 Rights Agreement between CHS ElectronicsEvofem Biosciences, Inc. (the "“Company"”) and Interwest Transfer CompanyPhiladelphia Stock Transfer, Inc. (the “Rights Agent”) (or any successor Rights Agent), as Rights Agent (the "Rights Agent"), dated as of January 16March 24, 19982020, as it may be supplemented or amended and restated as of March 18, 1999 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 office of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after the 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, AN ADVERSE PARTY 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 certificates representing shares of Company Common Stock that bear the foregoing legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common 9 (d) In the event that the Company purchases or acquires any shares of Company Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Company Common Stock shall be deemed canceled and returned so that the Company shall not be entitled to exercise any Rights associated with the shares of Company Common Stock that are no longer outstanding." (e) Notwithstanding anything to the contrary contained herein, shares of Company Common Stock and Rights (and any securities issuable on their exercise) may be issued and transferred as Book Entry Shares and not represented by physical certificates. Where shares of Company Common Stock and Rights (and any securities issuable on their exercise) are held as Book Entry Shares or in other uncertificated form, the Company and the Rights Agent shall cooperate in all respects to give effect to the intent of the provisions contained herein.

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth 10th day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person or an Adverse Partythe occurrence of a Section 11(a)(ii) Event) after the date that a tender of commencement by or exchange offer by on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(aan Exempt Person) of the General Rules and Regulations under the Exchange Acta tender offer or exchange offer, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for RightsRights Certificates) or, in the case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign (either by manual or facsimile signature), and the Company will send by first-classor cause to be sent (and the Rights Agent, insuredif so requested and provided with all necessary information and documentation, postage prepaid mailwill send), in accordance with Section 26 hereof, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form attached hereto as of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and the Rights will be transferable separately from the transfer 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 the same in writing on or prior to the next Business Day. 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) After As promptly as practicable following the Record Date, the Company sent shall send a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common StockDate in accordance with Section 26 hereof. With respect to certificates for the representing Common Stock and Book Entry Shares outstanding as of 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 such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders thereof or Book Entry Shares, as applicable, in each case together with a copy of the associated Summary of Rights. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any certificates representing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof or Book Entry Shares), with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights Right associated with such shares of Common Stocktherewith. (c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the date hereof and prior Distribution Date. Certificates evidencing such Common Stock shall have printed or otherwise affixed to the earlier of the Distribution Date them a legend or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear statement substantially in the following legendform: "This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between CHS Electronics, Inc. Fluor Corporation (the "“Company"”) and Interwest Transfer Company, as the Rights Agent (the "Rights Agent"), thereunder dated as of January 16March 25, 1998, as amended and restated as of March 18, 1999 2020 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights beneficially owned by any Person who is, OR HELD BYwas, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, MAY BECOME NULL AND VOIDmay become null and void. With respect to any Book Entry Shares, a legend or statement in substantially the form of the foregoing shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and the surrender for transfer of any certificate or Book Entry Shares shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or otherwise acquires any Common Stock 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 Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of 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 or statement in substantially the form of the foregoing."

Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth 10th day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company may determine prior to such time as any Person becomes an Acquiring Person or an Adverse Partythe occurrence of a Section 11(a)(ii) Event) after the date that a tender of commencement by or exchange offer by on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(aan Exempt Person) of the General Rules and Regulations under the Exchange Acta tender offer or exchange offer, if upon consummation thereof, such Person would be become an Acquiring Person or an Adverse Party (the earlier of (i) or and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for RightsRights Certificates) or, in the case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign (either by manual or facsimile signature), and the Company will send by first-classor cause to be sent (and the Rights Agent, insuredif so requested and provided with all necessary information and documentation, postage prepaid mailwill send), in accordance with Section 26 hereof, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), one or more rights certificates, in substantially the form attached hereto as of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the 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 cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and the Rights will be transferable separately from the transfer 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 the same in writing on or prior to the next Business Day. 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) After As promptly as practicable following the Record Date, the Company sent shall send a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common StockDate in accordance with Section 26 hereof. With respect to certificates for the representing Common Stock and Book Entry Shares outstanding as of 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 such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders thereof or Book Entry Shares, as applicable, in each case together with a copy of the associated Summary of Rights. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any certificates representing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof or Book Entry Shares), with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights Right associated with such shares of Common Stocktherewith. (c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the date hereof and prior Distribution Date. Certificates evidencing such Common Stock shall have printed or otherwise affixed to the earlier of the Distribution Date them a legend or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear statement substantially in the following legendform: "This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between CHS ElectronicsAdvanced Emissions Solutions, Inc. (the "“Company"”) and Interwest Transfer Company, as the Rights Agent (the "Rights Agent"), thereunder dated as of January 16February 1, 1998, as amended and restated as of March 18, 1999 2015 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights beneficially owned by any Person who is, OR HELD BYwas, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY AFFILIATE OR ASSOCIATE THEREOF or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, MAY BECOME NULL AND VOIDmay become null and void. With respect to any Book Entry Shares, a legend or statement in substantially the form of the foregoing shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and the surrender for transfer of any certificate or Book Entry Shares shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or otherwise acquires any Common Stock 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 Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of 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 or statement in substantially the form of the foregoing."

Issuance of Rights Certificates. (a) Until On the earlier of (i) the close of business on the tenth day after the Stock Acquisition Record Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Dateor as soon as practicable thereafter), or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse Party) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form attached hereto as Exhibit B (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 hereto as Exhibit C A (the "Summary of Rights"), by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto . (b) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or such earlier or later date (not beyond the thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date that otherwise would have occurred or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Amended Acquiring Person) 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 Restated Summary Associates, would be the Beneficial Owner of Rights which 15% or more of the then outstanding shares of Voting Stock of the Company may(irrespective 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"), but (x) the Rights shall not be required toevidenced by the Book-Entries, send to or certificates for, Common Stock registered in the name of the holders of its Common Stock. With respect to Stock (together with, in the case of Book-Entries representing, or the certificates for the for, Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 3(e) hereof and Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (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 earlier of the Distribution Date or the Expiration Date 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 Rights Agreement between CHS Electronics, Inc. (the "Company") and Interwest Transfer Company, as Rights Agent (the "Rights Agent"), dated as of January 16, 1998, as amended and restated as of March 18, 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after the 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, AN ADVERSE PARTY 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."the

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan 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 the Company or then outstanding shares of any Subsidiary Voting Stock of the Company, or Corporation (irrespective of whether any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Corporation's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS ElectronicsGyrodyne Company of America, Inc. (the "CompanyCorporation") and Interwest Registrar and Transfer Company, as Rights Agent Company (the "Rights Agent"), dated as of January 16August 10, 19982004, as it may be amended and restated as of March 18, 1999 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 CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 Corporation, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Corporation (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent (if provided with all necessary information) shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date) as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Distribution Date occurs before the Record Date, the close of business on the Record Date), that otherwise would have occurred or (ii) the close of business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse PartyPerson) after the date that a tender or exchange offer of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Companyintent of any Person (other than an Exempt Person) to commence, any employee benefit plan a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company or (irrespective of whether any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or shares are actually purchased pursuant to the terms of any such planoffer) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or an Adverse Party (the earlier of (i) or (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the representing Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, 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 certificatestogether with, in substantially the form attached hereto as Exhibit B (case of Book-Entries representing, or the "Rights Certificates")certificates for, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) After the Record Date, the Company sent a copy of a Summary of Rights, in substantially the form attached to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Attached hereto is an Amended and Restated Summary of Rights which the Company may, but shall not be required to, send to holders of its Common Stock. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Summary of Rights) and not by separate Book-Entries or Rights will be evidenced by such certificates for the Common Stock Certificates and the registered record holders of the Common Stock represented by such Book-Entries or certificates shall also be the registered record holders of the associated RightsRights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the date hereof and Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, written or stamped thereon or otherwise affixed thereto the following legend: "This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between CHS Electronics, Minerals Technologies Inc. (the "Company") and Interwest Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C. (the "Rights Agent"), dated effective as of January 16September 13, 19981999, as it may be amended and restated as of March 18, 1999 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 shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Rights Agent will Company shall mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after the receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY THEIR AFFILIATES OR ANY AFFILIATE OR ASSOCIATE THEREOF 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. (d) 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), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first class mail, MAY BECOME NULL AND VOIDpostage prepaid, 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 form provided by Section 4 hereof (a "Rights Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock." (e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDED that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.