Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as As soon as practicable thereafterafter the adoption of this Agreement, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on such date (and, if such date is prior to the Record Date, then on the Record DateDate to such holders as were not included in such prior mailing), at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares Stock which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source FIDELITY BANCORP, Inc. INC. and Harrxx Xxxst and Savings Bank, as Rights Agent, REGISTRAR AND TRANSFER COMPANY dated as of December 7March 31, 1998 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source FIDELITY BANCORP, Inc.. INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source FIDELITY BANCORP, Inc. INC. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the Beneficial Owner earlier of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date dates being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, With respect to each record holder of certificates for Common Shares outstanding as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Pemstar, Inc. and Harrxx Xxxst and Savings Bank, the Rights Agent (named in the Rights Agreement) or any successor (as Rights Agent, dated as of December 7, 1998 (amended from time to time the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of PC Service Source Pemstar, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Pemstar, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are Agreement, Rights issued to any Person who becomes an Acquiring Person or were acquired an Associate or beneficially owned by Acquiring Persons Affiliate thereof (as defined in the Rights Agreement) ), or certain transferees of such Person, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (d) Reference in this Agreement to certificates for Common Shares include uncertificated Common Shares, and any uncertificated Common Share shall also represent the associated right. Any legend required to be placed on any certificate for Common Shares may instead be included on any book entry confirmation or notification to the holder of such Common Shares.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (such date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source SCOLR, Inc. and Harrxx Xxxst and Savings BankOTR, Inc., as Rights Agent, dated as of December 7November 1, 1998 2002, as it may from time to time be amended or supplemented pursuant to its terms (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source SCOLR, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source SCOLR, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier to occur of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Persons referred Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to in the preceding parentheticalterms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% oran Acquiring Person (including, in the case of a Grandfathered Stockholder 30% both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Corporation); provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.the

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Common Stock, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented thereby. (c) Certificates for Common Shares Stock which become outstanding (including, without limitation, reacquired Common Shares Stock referred to in the last sentence of this paragraph (c)) that are subsequently issued or distributed by the Company) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source Pennaco Energy, Inc. and Harrxx Xxxst Xxxxxx Trust and Savings Bank, as Rights Agent, dated as of December 7, 1998 Bank (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Pennaco Energy, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed or be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Pennaco Energy, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) may ), and certain transferees thereof, will become null and voidvoid and will no longer be transferable. With respect to such certificates certificate containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or acquires any Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source SanDisk Corporation and Computershare Trust Company, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentInc., dated as of December 7September 15, 1998 2003 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. SanDisk Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. SanDisk Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 1520% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a right certificate , in substantially the form of EXHIBIT B hereto (a "Right Certificate Certificate"), evidencing one Right (subject to adjustment) for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) more than 20 days after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Marquette Medical Systems, Inc. Rights Plan Agreement between PC Service Source Marquette Medical Systems, Inc. and Harrxx Xxxst and Savings BankFirstar Trust Company, as Rights Agent, dated as of December 7the 18th day of December, 1998 1996, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Marquette Medical Systems, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Marquette Medical Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially Agreement, Rights owned by any Person who is or becomes an Acquiring Persons Person (as defined in the Rights Agreement) and certain transferees thereof may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such Share certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after following the Shares Stock Acquisition Date or (ii) the tenth Business Day (or such later date date, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after of the date of Company may determine following the commencement by any Non-Company Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Non-Company Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% oran Acquiring Person, in the case of a Grandfathered Stockholder 30% (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights, (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, Certificates and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. . (b) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-classto Purchase Preferred Shares, postage-prepaid mailin substantially the form of Exhibit C hereto, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates and the registered in the names holders of the Common Shares shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such Common Shares evidenced therebyShares. (cd) Certificates for Rights shall be issued in respect of all Common Shares which become outstanding are issued (including, without limitation, reacquired Common Shares referred to in whether originally issued or from the last sentence of this paragraph (c)Company's treasury) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date Date. Certificates representing such Common Shares shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement by and between PC Service Source , Inc. Covansys Corporation (the "Company") and Harrxx Xxxst and Savings Bank, as the Rights Agent, dated as of December 7, 1998 Agent thereunder (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 PC Service Source , Inc.. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, rights issued to any person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) rights agreement), including such rights held by a subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or, any Crescent Affiliate) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan or, any Crescent Affiliate) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 1510% or, in or more of the case then outstanding Common Shares (the earlier of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "Rights Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Rights Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Rights Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of From and after the Rights Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Rights Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Rights Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Rights Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Crescent Operating, Inc. and Harrxx Xxxst and Savings BankBankBoston, as Rights Agent, N.A. dated as of December 7June 11, 1998 (the "1997 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 PC Service Source Crescent Operating, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Crescent Operating, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Rights Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Rights Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 1520% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof or by the entries in the Company's registrar for Common Shares which are evidenced by book-entry register only (which certificates or entries shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares; PROVIDED HOWEVER that no Distribution Date shall occur by reason or as a result of the Merger or any other transactions contemplated by the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") evidencing one Right for each Common Share so held. Notwithstanding the foregoing, but subject to Section 14 hereof, Right Certificates will be issued directly to participants in the Company's Dividend Reinvestment Plan and not to the agent of the Company for such plan based on the number of Common Shares beneficially owned by each participant pursuant to such plan. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bg) On the Record Date, or as soon as practicable thereafter, the Company will send a copy Section 13 of the Summary of Rights Agreement is hereby amended by first-class, postage-prepaid mail, to each record holder of Common Shares replacing it in its entirety as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.follows:

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, that a tender or exchange offer 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, the Person publishing, sending or giving such tender or exchange offer would become an Acquiring Person (the earlier of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (or, for book entry Common Shares , by notations of such shares in the respective accounts), and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares; 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. 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 requestedrequested and provided with all necessary information and documentation, at in form and substance reasonably satisfactory to the expense of the CompanyRights Agent, send) by first-classovernight delivery service or registered or certified mail, insured, postage-prepaid mailpostage prepaid, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate Certificate, in substantially the form of Exhibit C hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm 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) On The Company has prepared a Summary of Rights to Purchase Preferred Shares, attached as Exhibit D hereto (the Record Date“Summary of Rights”), or as soon as practicable thereafter, the Company will send a copy of the Summary which is available free of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of charge from the Company. With respect to certificates or book entries for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such respective certificates or book entries registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, if earlier), the surrender for transfer of any certificate for Common Shares or book entry Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which that become outstanding (including, without limitation, certificates for reacquired Common Shares referred to in the last sentence of this paragraph (c)) and certificates issued on the transfer of Common Shares) after the Record Date but prior to the earliest earlier of the Close of Business on Distribution Date and the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legend: form (provided, however, that certificates for Common Shares in existence on the date of this Agreement may bear the legend required by the Original Rights Agreement): This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a an Amended and Restated Rights Agreement between PC Service Source Hxxxxx Global, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentComputershare Inc., dated as of December 7January 15, 1998 2015, and as such agreement may be amended (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Hxxxxx Global, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Hxxxxx Global, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that are or were acquired issued to, or beneficially owned by by, an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) may ), whether beneficially owned by such person or any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Shares to include on each direct registration account statement with respect thereto issued prior to the earlier of the Distribution Date and the Redemption Date a notation to the effect that references to Common Shares also includes the associated Rights. To the extent that Common Shares of the Company are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the accounts reflecting ownership of book entry shares. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Stock Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any such Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Shares Stock aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, Certificates and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding Stock out- standing as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented thereby. (c) Certificates issued for Common Shares which become outstanding Stock (including, without limitation, reacquired upon transfer of outstanding Common Shares referred to in the last sentence Stock, disposition of this paragraph (c)Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source , Inc. Associates First Capital Corporation and Harrxx Xxxst and Savings Bank, as Rights AgentFirst Chicago Trust Company of New York, dated as of December 7April 13, 1998 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may and certain transferees thereof will become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, void and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are will no longer outstandingbe transferable.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (such date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source Jan Xxxx Xxxketing, Inc. and Harrxx Xxxst and Savings SunTrust Bank, Atlanta, as Rights Agent, dated as of December 7November 21, 1998 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Jan Xxxx Xxxketing, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Jan Xxxx Xxxketing, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, or, in the case of a Grandfathered Stockholder 30any Person who on the date hereof beneficially owns 15% or more of the outstanding Common Shares outstanding as of the date hereof, would result in such person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), representing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced represented by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Certificates, representing Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Highwoods Properties, Inc. and Harrxx Xxxst and Savings First Union National Bank, as Rights Agent, dated as of December 7October 6, 1998 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Highwoods Properties, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Highwoods Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15more than 10% or, in of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (such date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. Pennichuck Corporation and Harrxx Xxxst and Savings Bank, Fleet National Bank as Rights Agent, dated as of December 7April 20, 1998 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Pennichuck Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. Pennichuck Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after the Shares Acquisition Date or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Shares, provide the Rights Agent with the names and addresses of all record holders of Common Shares, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Companyand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to the adjustment provisions of Section 11 hereof. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names name of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of or, if earlier, the Redemption Date or the Close of Business on the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyrepresented thereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)). (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the second to last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as form set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. below: With respect to such certificates containing the foregoing legend, until the Close Distribution Date (or, if earlier, the earlier of Business on the Distribution Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c) and except as otherwise required by law, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 1520% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage- prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Dateor about February 1, 1996, or as soon promptly as reasonably practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preference Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage- prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between PC Service Source General Mills, Inc. (the "Compaxx") and Harrxx Xxxst and Savings BankNorwest Bank Minnesota, as N.A. (the "Rights Agent"), dated as of December 711, 1998 1995 (as amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. 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. PC Service Source , Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired held by, any Person who is, was or beneficially owned by becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Fred's, Inc. and Harrxx Xxxst and Savings Union Planters Bank, as Rights AgentN.A., dated as of December 7October 9, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Fred's, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.this

Issue of Right Certificates. (a) Until the earlier to occur of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Persons referred Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to in the preceding parentheticalterms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% oran Acquiring Person (including, in the case of a Grandfathered Stockholder 30% both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Corporation); provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such Common Shares evidenced therebyShares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN ONEOK, Inc. and Harrxx Xxxst and Savings BankINC. AND THE RIGHTS AGENT, as Rights AgentDATED AS OF _________, dated as of December 7, 1998 2003 (the THE "Rights AgreementAMENDED AND RESTATED 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 PC Service Source THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ONEOK, Inc.. Under certain circumstancesINC. UNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE AMENDED AND RESTATED RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PC Service Source ONEOK, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforINC. Under certain circumstancesWILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR FROM SUCH HOLDER. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE AMENDED AND RESTATED RIGHTS AGREEMENT, Rights that are or were acquired or beneficially owned by Acquiring Persons RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights AgreementAS DEFINED IN THE AMENDED AND RESTATED RIGHTS AGREEMENT) may become null and voidAND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company Corporation purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth business day after the Shares Stock Acquisition Date (or, the Record Date, if the tenth business day after the Stock Acquisition Date occurs before the Record Date), 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 Acquiring Person) business day after the date commencement of, or first public announcement of, the intent of the commencement by any Person (other than the Company, Company or any Subsidiary of the Company, its subsidiaries or any employee benefit plan of the Company or of any Subsidiary subsidiary of the Company or any entity holding Common Shares for Person appointed as trustee by the Company or such subsidiary pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to plan in the preceding parentheticalsuch Person's capacity as trustee) to commence, commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer the consummation of which would result in any such Person becoming an Acquiring Person (including any such day which is after the Beneficial Owner date of Common Shares aggregating 15% orthis Agree- ment and prior to the issuance of the Rights, in the case earlier of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection con- nection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-first- class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate certificate for Rights, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Share Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoCommon Stock. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyStock represented by such certificate. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares Stock which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest earlier of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date Date. Certificates representing such shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. AAR CORP. and Harrxx Xxxst and Savings Bank, as Rights Agent, First Chicago Trust Company of New York dated as of December 7July 8, 1998 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. AAR CORP. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. AAR CORP. will mail to the holder of this certificate a copy of the Rights Agreement without charge after promptly upon receipt of a written request therefor. Under certain circumstances, Rights that are issued to, or were acquired held by, an Acquiring Person or beneficially owned by Associates or Affiliates of an Acquiring Persons Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with by such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingcertificate.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 1510% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source State Street Corporation and BankBoston, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentN.A., dated as of December 7September 15, 1988, as amended as of September 20, 1990, as amended and restated as of June 18, 1998 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. State Street Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. State Street Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights that are or were acquired or beneficially owned by issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may shall become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any such Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Shares Stock aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented thereby. (c) Certificates issued for Common Shares which become outstanding Stock (including, without limitation, reacquired upon transfer of outstanding Common Shares referred to in the last sentence Stock, disposition of this paragraph (c)Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source EMCOR Group, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentThe Bank of New York, dated as of December 7March 3, 1998 1997 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source EMCOR Group, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source EMCOR Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may and certain transferees thereof will become null and voidvoid and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Shares Stock Acquisition Date (or, if the tenth 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 after the date of the commencement of a tender or exchange offer by any Person if, upon consummation thereof, such Person would be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; or (iii) the tenth day (or such later date day as may be determined by action of the Board of Directors of the Bank prior to such time as any Person person becomes an Acquiring Person) after the date of the commencement filing by any Person (other than the CompanyBank) of a registration statement under the Securities Act of 1933, as amended, with respect to a contemplated exchange offer to acquire (when added to any Subsidiary shares as to which such person is the beneficial owner immediately prior to such filing) beneficial ownership of 10% or more of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner issued and outstanding shares of Common Shares aggregating 15% or, in Stock; the case earliest of a Grandfathered Stockholder 30% (such date dates 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(b) hereof3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock. As soon as practicable after the Bank has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyBank, a one or more right certificates, in substantially the form of Exhibit B hereto (the "Right Certificate Certificates"), evidencing one Right for each share of Common Share 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(p) hereof, at the time of distribution of the Right Certificates, the Bank shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that the Right 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 Right Certificates. (b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company Bank will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date, Date at the address of such holder shown on the records of the CompanyBank. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Close Distribution Date (or the earlier redemption, exchange or expiration of Business on the Distribution DateRights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof of the Common Stock together with a copy of the Summary of Rights attached theretoRights, and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Close of Business on the Distribution Date (or the earlier redemption, exchange or expiration of the Redemption Date or the Close of Business on the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on as of the Record Date, Date with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyStock represented by such certificates. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares Stock which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but on or prior to the earliest Distribution Date (or the earlier redemption, exchange or expiration of the Close Rights). Certificates representative of Business on the Distribution Date, the Redemption Date or the Close such shares of Business on the Final Expiration Date Common Stock shall be deemed also to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source Norwalk Savings Society (the "Bank") and Chemical Mellon Shareholder Services, Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, L.L.C. dated as of December 7May 10, 1998 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. the Bank. 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. PC Service Source , Inc. The Bank will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights that are or were acquired or beneficially owned by (i) an Acquiring Persons Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement), (ii) may a transferee of an Acquiring Person (or of any such Affiliate) who becomes a transferee after the Acquiring Person becomes such is designated as such or (iii) under certain circumstances, a transferee of an Acquiring Person (or of any such Affiliate) who becomes a transferee before or concurrently with the Acquiring Person becoming such, shall become null and void. With respect to such certificates containing the foregoing legend, until the Close Distribution Date (or the earlier redemption, exchange or expiration of Business on the Distribution Date, Rights) the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases by such certificates. (d) Effective on or acquires any Common Shares after the Record Date but prior to the Close of Business on before the Distribution Date, any Rights associated with such Common the Board of Directors of the Bank shall, pursuant to the provisions of Connecticut General Statutes 33-341(c) and 33-360(b), cause the Articles of Incorporation of the Bank to be amended to include the provisions related to the Preferred Shares shall be deemed canceled as set forth in the Form of Amendment to Articles of Incorporation attached hereto as Exhibit A and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingmade a part hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (such date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, Company send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.of

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, (or in the case of a Grandfathered Stockholder 30% Person, the Grandfathered Percentage) or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as As soon as practicable thereafterafter the adoption of this Agreement, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on such date (and, if such date is prior to the Record Date, then on the Record DateDate to such holders as were not included in such prior mailing), at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares Stock which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source ADVANCE FINANCIAL BANCORP and AMERICAN SECURITIES TRANSFER & TRUST, Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, INCORPORATED dated as of December 7July 17, 1998 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. ADVANCE FINANCIAL BANCORP. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. ADVANCE FINANCIAL BANCORP will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined set forth in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.,

Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) day after the date of the commencement by of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any beneficial ownership by a Person becoming of 30% or more of the Beneficial Owner of outstanding Common Shares aggregating 15% or, in of the case of a Grandfathered Stockholder 30% Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earliest of such dates 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(b) hereof3) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersigncountersign for the purposes of authentication only, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company 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, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share of the Company so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of its Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyrepresented thereby and certificates newly issued pursuant to such transfer shall have printed onto them the legend set forth in Section 3(c) hereof. (c) Certificates for Unless the Board of Directors of the Company by resolution adopted at the time of issuance of any Common Shares of the Company specifies to the contrary, Rights shall be issued in respect of all Common Shares of the Company which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date Date, but prior to the earliest of the Close of Business on the Distribution Date, Date or the Redemption Date or the Close of Business on the Final Expiration Date Date. Certificates for such Common Shares shall also be deemed to evidence such Rights, and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. Modine Manufacturing Company and Harrxx Xxxst and Savings Bank, as Rights AgentThe First National Bank of Chicago, dated as of December 7October 15, 1998 1986 (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 PC Service Source , Inc.. Modine Manufacturing 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. PC Service Source , Inc. Modine Manufacturing Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) ), whether currently held by or on behalf of such person or by a subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any of its Common Shares after the Record Date Date, but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated associates with the such Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Stock Acquisition Date or (ii) the tenth Business Day (or such later date date, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) of the Company after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, Certificates and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-classto Purchase Preferred Shares, postage-prepaid mailin substantially the form of Exhibit B hereto, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates and the registered in the names holders of the Common Shares shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such Common Shares evidenced therebyShares. (c) Certificates for Rights shall be issued in respect of all Common Shares which become outstanding are issued (including, without limitation, reacquired Common Shares referred to in whether originally issued or from the last sentence of this paragraph (c)Company's treasury) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateDate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with Certificates representing such Common Shares shall be deemed canceled and retired so that bear the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.following legend:

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 1520% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source , Covance Inc. and Harrxx Xxxst Xxxxxx Trust and Savings Bank, as Rights Agent, dated as of December 731, 1998 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Covance Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Covance Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary and wholly-owned subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary wholly-owned subsidiary of the Company or any entity Person holding Common Shares Stock for or pursuant to the terms of any such plan) of, or the date of the first public an announcement of the an intention of by any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer offer, the consummation of which would result in any a Person becoming the Beneficial Owner of Common Shares Stock aggregating 15% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Stock (including any such date which after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, mail to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, substantially in the form of Exhibit A hereto ( the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record DateJune 30, 1995 or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record DateJune 20, 1995, at the address of such holder shown on the records of the Company. In the event that the Company amends this Agreement pursuant to the terms hereof, the effect of which amendment is to require the amendment of the Summary of Rights, the Company will mail such amended Summary of Rights to holders of record of Common Stock on the effective date of any such amendment. With respect to certificates for the Common Shares Stock outstanding as of the Record DateJune 20, 1995, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together of the Common Stock with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Close of Business on the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record DateJune 20, with or 1995, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyStock represented by such certificate. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares which become outstanding (includingStock issued after June 20, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date 1995 but prior to the earliest earlier of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on Expiration Date or the Final Expiration Date (as such terms are defined in Section 7). Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings BankAgreement, as amended, between NATHAN'S FAMOUS, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, Rights Agent, dated as of December 7June 20, 1998 1995 as subsequently Amended and Restated (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 PC Service Source NATHAN'S FAMOUS, Inc.. INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source NATHAN'S FAMOUS, Inc. INC. will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights that which are or were acquired or beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) may become and any subsequent holder of such Rights will be null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. In addition, subject to Section 11 (a) (ii) hereof, in connection with the event that issuance of Common Stock on or following the Company purchases or acquires any Common Shares after the Record Distribution Date but and prior to the Close Final Expiration Date, the Company shall, with respect to Common Stock so issued upon the exercise, conversion or exchange of Business on options, warrants, securities, notes or debentures issued by the Company prior to the Distribution DateDate (other than shares issues upon exercise or exchange of the Rights), any issue Right Certificates representing the appropriate number of Rights associated in connection with such Common Shares issuance; provided, however, that, (i) no such Right Certificate shall be deemed canceled issued if, and retired so that to the extent that, the Company shall not be entitled advised by counsel that such issuance would create significant risk of material adverse tax consequences to exercise any Rights associated with the Common Shares which are Company or the Person to whom such Right Certificate would be issued, and (ii) no longer outstandingsuch Right Certificate shall be issued if, and to the extent that, appropriate adjustment (giving effect to the provisions of Sections 11(a)(ii) and 13 hereto) shall otherwise have been made in lieu of the issuance thereof.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the Beneficial Owner earlier of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date dates being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, With respect to each record holder of certificates for Common Shares outstanding as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source , Inc. eFunds Corporation and Harrxx Xxxst and Savings Bank, the Rights Agent (named in the Rights Agreement) or any successor (as Rights Agent, dated as of December 7, 1998 (amended from time to time the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of PC Service Source , Inc.. eFunds Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. eFunds Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are Agreement, Rights issued to any Person who becomes an Acquiring Person or were acquired an Associate or beneficially owned by Acquiring Persons Affiliate thereof (as defined in the Rights Agreement) ), or certain transferees of such Person, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (d) Reference in this Agreement to certificates for Common Shares include uncertificated Common Shares, and any uncertificated Common Share shall also represent the associated right. Any legend required to be placed on any certificate for Common Shares may instead be included on any book entry confirmation or notification to the holder of such Common Shares.

Issue of Right Certificates. (a) 3.1 Until the earlier of (i) the tenth Close of Business on the 10th day after the Shares Stock Acquisition Date (or, in the event that the Board of Directors determines on or before such 10th day to effect an exchange in accordance with Section 24 and determines that a later date is advisable, such later date) and (ii) the tenth Close of Business on the 10th Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such planbenefit plan or any Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (such date being herein referred to as the "“Distribution Date"”) (provided, 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), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (provided, that each certificate (or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the CompanyCompany and upon receipt of all relevant information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close Distribution Date (other than any Acquiring Person or any Associate or Affiliate of Business on the Record Dateany Acquiring Person), at the address of such holder shown on the records of the Company. With , a Right Certificate, substantially in the form of Exhibit B hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to certificates for Common Shares outstanding such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced solely by such certificates registered in Right Certificates. 3.2 As soon as practicable after the names of Record Date, the holders thereof together with Company will make available a copy of the Summary of Rights attached thereto. Until the Close to any holder of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on Rights who may request it prior to the Final Expiration Date), . The Company shall provide the surrender for transfer Rights Agent with written notice of any certificate for Common Shares outstanding on the Record occurrence of the Final Expiration Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of the Final Expiration Date, with or without a copy of the Summary of Rights attached thereto, unless and until it shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyhave received such written notice. (c) 3.3 Certificates for Common Shares which become outstanding (including, without limitation, including reacquired Common Shares referred to in the last sentence of this paragraph (c)Section 3.3) after the Record Date but prior to the earliest of the Close of Business on (i) the Distribution Date, (ii) the Redemption Date or the Close of Business on and (iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Rights Agreement between PC Service Source Six Flags Entertainment Corporation and Computershare Trust Company, Inc. and Harrxx Xxxst and Savings BankN.A., as Rights AgentAgent (or any successor rights agent), dated as of December 7March 31, 1998 2020, as it may from time to time be amended or supplemented pursuant to its terms (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Six Flags Entertainment Corporation and the office or offices of Computershare Trust Company, Inc.. N.A. designated for such purpose. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates separately and will no longer be evidenced by this certificate. PC Service Source , Inc. Six Flags Entertainment Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned Beneficially Owned by an Acquiring Persons Person (or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) )), including such Rights held by a subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution DateNotwithstanding this Section 3.3, the Rights associated with omission of a legend shall not affect the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer enforceability of any such certificate shall also constitute part of this Agreement or the transfer rights of any holder of the Rights associated with the Common Shares represented therebyRights. In the event that If the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.longer

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day Business Day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the Beneficial Owner earlier of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date dates being herein referred to herein as the "Distribution Date"), (xy) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yz) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the The Company will send distributed a copy of the a Summary of Rights by first-class, postage-prepaid mail, to Purchase Preferred Shares to each record holder of Common Shares as of the Close of Business on the Record Date, at Date which summary has been amended as set forth in Exhibit C (the address "Summary of such holder shown on the records of the CompanyRights"). With respect to certificates for Common Shares outstanding as of the Close of Business on the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Possis Medical, Inc. and Harrxx Xxxst and Savings Xxxxx Fargo Bank, as Rights AgentNational Association, dated as of December 712, 1998 1996, as amended and restated effective December 23, 2006 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Possis Medical, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Possis Medical, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are Agreement, Rights issued to any Person who becomes an Acquiring Person or were acquired an Associate or beneficially owned by Acquiring Persons Affiliate thereof (as defined in the Rights Agreement) ), or certain transferees of such Person, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition 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 prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement by of, or first public announcement of the intent 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 Company, or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the upon consummation of which would result in any Person becoming (other than the Beneficial Owner Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares aggregating 15for or pursuant to the terms of any such Plan) would beneficially own shares of the Company which entitle the holder to cast 30% or, or more of the votes which all shareholders of the Company would be entitled to cast generally in the case election of a Grandfathered Stockholder 30% directors (such date the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced represented (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the The Company will send a copy of the a Summary of Rights to Purchase Preference Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on Until the Distribution Date, the Rights will be evidenced by such certificates registered in the names holders of the Common Shares shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Expiration Date (as such term is defined in Section 7 hereof) or the Close of Business on the Final Expiration Distribution Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record DateShares, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyRights. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) are issued after the Record Date but prior to the earliest earlier of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to represents certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. UGI Corporation and Harrxx Xxxst and Savings Bank, as Rights Agent, Mellon Bank (East) N.A. dated as of December 7April 29, 1998 1986 (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 PC Service Source , Inc.. UGI Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced represented by separate certificates and will no longer be evidenced represented by this certificate. PC Service Source , Inc. UGI Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons and their Affiliates and Associates (as defined in the Rights Agreement) and any subsequent holder may become null and void. With respect to such certificates containing Until the foregoing legend, until earlier of the Close of Business on Expiration Date and the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingRights.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day Business Day after the Shares Acquisition Date (or, in the event the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24 that a later date is advisable, such later date that is not more than twenty (20) days after the Shares Acquisition Date) 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 Acquiring Person) after the date of the commencement 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 entity Person holding Common Shares for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement of applicable rules and regulations promulgated under the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commenceExchange Act, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the Beneficial Owner earlier of Common Shares aggregating 15% or, the date in the case of a Grandfathered Stockholder 30% (such date i) or (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates and the registered holders of Common Shares shall also be the registered holders of the associated Rights, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Company). As The Company shall promptly notify the Rights Agent of a Distribution Date, and as soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a one or more Right Certificate Certificates evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Rights Certificates, the Company 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date or issued subsequent to the Record Date, unless and until the earlier of the Close of Business on the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be the registered holders of Rights attached theretothe associated Rights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding are issued (including, without limitation, reacquired Common Shares referred to in the last penultimate sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date Date, or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source Allied Gaming & Entertainment, Inc. and Harrxx Xxxst Continental Stock Transfer & Trust and Savings Bankany successor rights agent, as Rights Agent, dated as of December 7the start of business at 9:00a.m. Eastern Time on February 9, 1998 2024, as it may from time to time be amended or supplemented pursuant to its terms (the "Rights “Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Allied Gaming & Entertainment, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Allied Gaming & Entertainment, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are issued to, or were acquired held by, any Person who is, was or beneficially owned by becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Close of Business on the Distribution Date or the Expiration Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alonealone and the registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the earlier of the Close of Business on the Distribution Date or the Expiration Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or, in or more of the case then outstanding Common Shares of a Grandfathered Stockholder 30% the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at requested and provided with the expense of the Companynecessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced of the Company represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between PC Service Source Basic Earth Science Systems, Inc. (the “Company”) and Harrxx Xxxst and Savings BankCorporate Stock Transfer, as Inc. (the “Rights Agent”), dated as of December 7February 4, 1998 2009, as it may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. 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. PC Service Source , Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesAs set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons any Person (as defined in the Rights Agreement) may who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Company’s Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or of the first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in 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 Company, any entity holding Common Shares for or pursuant to the terms of any such plan) of, or any trustee, administrator, or fiduciary of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalsuch a plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or, in or more of the case then outstanding Common Shares (the earlier of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Payment Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, certificates for reacquired Common Shares referred to in the last sentence of this paragraph (c)) and certificates issued on the transfer of Common Shares) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Midwest Air Group, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentAmerican Stock Transfer & Trust Company, dated as of December 7February 15, 1998 2006, and as such agreement may be amended (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Midwest Air Group, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Midwest Air Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired held by, an Acquiring Person or beneficially owned by Acquiring Persons any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) may ), whether held by such person or any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a an Amended and Restated Rights Agreement between PC Service Source Criticare Systems, Inc. and Harrxx Xxxst and Savings Bank, LaSalle Bank National Association (as Rights Agentsuccessor rights agent to Firstar Trust Company), dated as of December 7March 27, 1998 2007 (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 PC Service Source Criticare Systems, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Criticare Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights that are or were acquired or beneficially owned by issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may shall become null and void. Certificates for Common Shares containing the legend as provided in the Original Agreement shall remain valid and effective and new certificates for Common Shares containing the foregoing legend shall only be required to be issued upon issuance of new or replacement certificates, whether upon surrender of the old certificates or otherwise. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Share Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any such Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, or more of the Common Shares then in the case of a Grandfathered Stockholder 30% issue (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, Certificates (as such term is hereinafter defined) and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Shares. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, ) to each record holder of Common Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding in issue as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy the summary of the Rights included in the Registration Statement on Form S-4 filed with the United States Securities and Exchange Commission in connection with the Merger (the "Summary of Rights attached theretoRights"). Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding in issue on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates issued for Common Shares which become outstanding (including, without limitation, reacquired upon transfer of Common Shares referred to in the last sentence issue or issuance or reissuance of this paragraph (c)Common Shares out of authorized but unissued shares) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source , Inc. Xxxxxxxxx-Xxxx Company Limited and Harrxx Xxxst and Savings Bank, as Rights AgentThe Bank of New York, dated as of December 7______________, 1998 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Xxxxxxxxx-Xxxx Company Limited. 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. PC Service Source , Inc. Xxxxxxxxx-Xxxx Company Limited will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may and certain transferees thereof will become null and voidvoid and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingin issue; provided, however, that any Common Shares issued by the Company as a result of the conversion of Class B Common Shares after the Record Date but prior to the Distribution Date shall have Rights associated with them pursuant to this Agreement even if for a period of time after their conversion from Class B Common Shares but prior to their acquisition by a third party they are held by the Company, but in no event shall such Rights be effective during any time that the Common Shares are held by the Company. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Shares Stock Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Shares Stock aggregating 15% or, in or more of the case Common Stock then outstanding (the earlier of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "Distribution Date", PROVIDED, HOWEVER, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares which become outstanding Stock issued or disposed of (including, without limitation, reacquired upon disposition of Common Shares referred to in the last sentence Stock out of this paragraph (c)treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest earlier of the Close of Business on Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Redemption Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Close of Business on the Final Expiration Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source , Inc. Franchise Finance Corporation of America (the "Company") and Harrxx Xxxst and Savings BankGemisys Corporation, as Rights Agent, dated as of December April 7, 1998 1999 and as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. 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. PC Service Source , Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, Rights that are or were acquired or beneficially owned by Acquiring Persons AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights AgreementAS DEFINED IN THE RIGHTS AGREEMENT) may become null and voidAND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, Date the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth fifteenth day after the Shares Acquisition Date or (ii) the tenth fifteenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or, in or more of the case then outstanding Common Shares of a Grandfathered Stockholder 30% the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced of the Company represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights an Agreement between PC Service Source Medtronic, Inc. and Harrxx Xxxst and Savings BankXxxxx Fargo Bank Minnesota, as Rights AgentN.A., dated as of December 7October 26, 1998 2000, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Medtronic, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Medtronic, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs set forth in the Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons any Person (as defined in the Rights Agreement) may who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding.

Issue of Right Certificates. (a) 3.1 Until the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or, in the event that the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines that a later date is advisable, such later 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 prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such planbenefit plan or any Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (such date being herein referred to as the "“Distribution Date"”) (provided, 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), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (provided, that each certificate (or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time) and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the CompanyCompany and upon receipt of all relevant information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close Distribution Date (other than any Acquiring Person or any Associate or Affiliate of Business on the Record Dateany Acquiring Person), at the address of such holder shown on the records of the Company. With , a Right Certificate, substantially in the form of Exhibit B, evidencing one Right for each Common Share so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to certificates for Common Shares outstanding such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced solely by such certificates registered in Right Certificates. 3.2 As soon as practicable after the names of Record Date, the holders thereof together with Company will make available a copy of the Summary of Rights attached thereto. Until the Close to any holder of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on Rights who may request it prior to the Final Expiration Date), . The Company shall provide the surrender for transfer Rights Agent with written notice of any certificate for Common Shares outstanding on the Record occurrence of the Final Expiration Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of the Final Expiration Date, with or without a copy of the Summary of Rights attached thereto, unless and until it shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyhave received such written notice. (c) 3.3 Certificates for Common Shares which become outstanding (including, without limitation, including reacquired Common Shares referred to in the last sentence of this paragraph (c)Section 3.3) after the Record Date but prior to the earliest of the Close of Business on (i) the Distribution Date, (ii) the Redemption Date or the Close of Business on and (iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Section 382 Rights Agreement between PC Service Source Photronics, Inc. and Harrxx Xxxst and Savings BankComputershare Trust Company, N.A., as Rights AgentAgent (or any successor rights agent), dated as of December 7September 23, 1998 2019, as it may from time to time be amended or supplemented pursuant to its terms (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. the Company. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates separately and will no longer be evidenced by this certificate. PC Service Source , Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned Beneficially Owned by an Acquiring Persons Person (or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) )), including such Rights held by a subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution DateNotwithstanding this Section 3.3, the Rights associated with omission of a legend shall not affect the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer enforceability of any such certificate shall also constitute part of this Agreement or the transfer rights of any holder of the Rights associated with the Common Shares represented therebyRights. In the event that If the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Rights shall be issued in respect of all Common Shares issued or disposed of (including upon issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the Beneficial Owner earlier of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date dates being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Close of Business on the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Interra Financial Incorporated and Norwest Bank Minnesota, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentNational Association, dated as of December 7April 30, 1998 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Interra Financial Incorporated. 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. PC Service Source , Inc. Interra Financial Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are Agreement, Rights issued to any Person who becomes an Acquiring Person or were acquired an Associate or beneficially owned by Acquiring Persons Affiliate thereof (as defined in the Rights Agreement) ), or certain transferees of such Person, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 15th business day after the Shares Share Acquisition Date or (ii) the tenth Close of Business Day on the 15th business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public pub announcement of the intention of any Person to commence (other than any of the Persons referred to in the preceding parenthetical) to commencewhich intention shall not have been withdrawn within five Business Days af such public announcement), a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (ot than the Company, any Person becoming wholly owned Subsidiary of the Beneficial Owner Company or any employee benefit plan of the Company or of any Subsidiary the Company) of 15% or more of the then outstanding Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (including any such date that is after the date of this Agreement a prior to the issuance of the Rights) the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) hereofof this Section) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates where the context so requires ) and not by separate Right Ri Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company Compa will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompa Right Certificates, a in substantially the form of Exhibit A (the "Right Certificate Certificates"), evidencing one Series A Right and one Series B Ri for each Common Share so held. In the event that an adjustment has been made pursuant to Section 11, at the time Right Certificates distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate rounding adjustments (as forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and pay cash in lieu fractional Rights pursuant to Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Ri Certificates. Notwithstanding the above, the Distribution Date may be deferred indefinitely by action of the Board of Directors if a Acquiring Person becomes such pursuant to a transaction at a price and on terms approved by the Board of Directors of the Company at time when a majority of directors the serving are Continuing Directors. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights by first-classt Purchase Common Shares, postage-prepaid mailin substantially the form of Exhibit B (the "Summary of Rights"), to each record holder of Common Shares as a of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to t certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such suc certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be registere holders of Rights attached theretothe associated Rights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the th surrender for transfer of any certificate for Common Shares outstanding on the Record DateShares, with or without a copy of the Summary of Rights attached thereto, shall also als constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Rights shall be issued in respect of all Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) that are issued after the Record Date but prior to the earliest of the Close Distribution Date, the Redemption Date or the Final Expiration Date. Certificates for Common Shares which become outstanding after the Record Date but prior to the earliest of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source CEL-SCI Corporation and Computershare Trust Company, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentN.A.., dated as of December November 7, 1998 2007 (the "Rights Agreement"), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file with the Secretary at the principal executive offices of PC Service Source , Inc.. CEL-SCI Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. CEL-SCI Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor to its Secretary from such holder. Under certain circumstances, as set forth in the Rights that are Agreement, Rights issued to or were acquired held by a Person who is, was or beneficially owned by becomes an Acquiring Persons Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) ), or certain transferees of such Person, may become null and void. With respect to such certificates containing the foregoing this legend, until the Close earliest of Business on the Distribution Date, the Redemption Date or the Fi Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates certifica alone, the registered holders of the Common Shares shall also be the registered holders of the associated Rights and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights rig associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any a Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until From the earlier date hereof until the EARLIER of (i) the close of business on the tenth day Business Day after the Shares Stock Acquisition Date Date, or (ii) the close of business on the tenth Business Day (or such later date other Business Day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the consummation of which would result in any Person becoming the Beneficial beneficial Owner of 10% or more of the shares of Common Shares aggregating 15% orStock then outstanding, in (the case earliest of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3 (b) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company's expense, send) send by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more certificates, in substantially the form of Exhibit A hereto (the "Right Certificate Certificates"), evidencing one Right for each share of Common Share Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) hereof, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock issued prior to the close of business on the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in for the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business Common Stock on or until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Rights), and the registered holders of the Common Stock also shall be the registered holders of the associated Rights. Until the Distribution Date (or the Close earlier redemption, expiration or termination of Business on the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary certificates for the Common Stock outstanding prior to the date of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyStock represented by such certificate. (c) Certificates for the Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest Distribution Date (or the earlier redemption, expiration or termination of the Close of Business on Rights), shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between PC Service Source Alpha Industries, Inc. and Harrxx Xxxst and Savings Bank, American Stock Transfer & Trust Company as Rights Agent, dated as of December 75, 1998 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Alpha Industries, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Alpha Industries, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Alpha Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights that are issued to or were acquired or beneficially owned held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) ), and any subsequent holder of such Rights, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the . (d) The Rights associated with the Common Shares Stock represented by certificates containing the legend in paragraph (c) above shall be evidenced by such the Common Stock certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Shares of Common Shares Stock which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or, in the event that the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines that a later date is advisable, such later date) and (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 prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such planbenefit plan or any Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (such date being herein referred to as the "“Distribution Date"”) (provided, 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), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (provided, that each certificate (or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the CompanyCompany and upon receipt of all relevant information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close Distribution Date (other than any Acquiring Person or any Associate or Affiliate of Business on the Record Dateany Acquiring Person), at the address of such holder shown on the records of the Company. With , a Right Certificate, substantially in the form of Exhibit B hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to certificates for Common Shares outstanding such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyRight Certificates. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) 3.1 Until the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or, in the event that the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines that a later date is advisable, such later 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 prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such planbenefit plan or any Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (such date being herein referred to as the "“Distribution Date"”) (provided, 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), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Shares (or, in the case of Warrants, evidenced by the certificate or other evidence of book-entry or other uncertificated ownership for such Warrants) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (provided, that each certificate (or other evidence of book-entry or other uncertificated ownership) representing Common Shares or Warrants, as appliable, outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares or Warrants, as applicable. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the CompanyCompany and upon receipt of all relevant information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares and/or Warrants, as applicable, as of the Close Distribution Date (other than any Acquiring Person or any Associate or Affiliate of Business on the Distribution Dateany Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate Certificate, substantially in the form of Exhibit B hereto, evidencing one Right for each Common Share so heldheld (or, with respect to Warrants, one Right for each Common Share acquirable upon complete exercise of such Warrant), subject to adjustment as provided herein (and, in the case of a Warrant, subject to the terms thereof requiring the Company to hold cash, stock or other securities property or assets in abeyance for the benefit of the holder of such Warrant until the time or times required thereby); provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On 3.2 As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send make available a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record any holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect Rights who may request it prior to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), . The Company shall provide the surrender for transfer Rights Agent with written notice of any certificate for Common Shares outstanding on the Record occurrence of the Final Expiration Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of the Final Expiration Date, with or without a copy of the Summary of Rights attached thereto, unless and until it shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyhave received such written notice. (c) 3.3 Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)Section 3.3) after the Record Date but prior to the earliest of the Close of Business on (i) the Distribution Date, (ii) the Redemption Date or the Close of Business on (iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Rights Agreement between PC Service Source Synlogic, Inc. and Harrxx Xxxst and Savings BankEquiniti Trust Company LLC, as Rights AgentAgent (or any successor rights agent), dated as of December 7February 20, 1998 2024, as it may from time to time be amended or supplemented pursuant to its terms (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Synlogic, Inc.. Inc. and the office or offices of Equiniti Trust Company LLC designated for such purpose. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates separately and will no longer be evidenced by this certificate. PC Service Source Synlogic, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned Beneficially Owned by an Acquiring Persons Person (or an Affiliate or Associate of an Acquiring Person) (as such terms are defined in the Rights Agreement) ), including such Rights held by a subsequent holder, may become null and void. With respect to any Common Shares evidenced in other evidence of book-entry or other uncertificated form, such certificates containing legend shall be included in a notice to the foregoing legend, until the Close of Business on the Distribution Dateholder thereof in accordance with applicable law. Notwithstanding this Section 3.3, the Rights associated with omission of a legend shall not affect the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer enforceability of any such certificate shall also constitute part of this Agreement or the transfer rights of any holder of the Rights associated with the Common Shares represented therebyRights. In the event that If the Company purchases any Common Shares or Warrants or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares or Warrants shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares or Warrants which are no longer outstanding. Rights shall be issued in respect of all Common Shares issued or disposed of (including, without limitation, upon issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date; provided that, notwithstanding anything to the contrary herein, with respect to Common Shares issued upon the exercise of any Warrant, (i) prior to the Distribution Date, each Common Share so issued shall represent one Right (with no additional Right being issued in respect of such Common Share), and the number of Rights represented by such Warrant so exercised shall be proportionately reduced and (ii) after the Distribution Date, no additional Rights shall be issued in respect of such Common Shares.

Issue of Right Certificates. (a) Until the earlier of (i) --------------------------- the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 1510% or, in or more of the case then outstanding Common Shares of a Grandfathered Stockholder 30% the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced of the Company represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights an Agreement between PC Service Source , Inc. U.S. Bancorp and Harrxx Xxxst and Savings Firstar Bank, as Rights AgentN.A., dated as of December 7February 27, 1998 2001, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. U.S. Bancorp. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. U.S. Bancorp will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs set forth in the Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons any Person (as defined in the Rights Agreement) may who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or, in or more of the case then outstanding Common Shares of a Grandfathered Stockholder 30% the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.of

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, or, in the case of a Grandfathered Stockholder 30any Person who on the date hereof beneficially owns 15% or more of the outstanding Common Shares outstanding as of the date hereof, or in the case of RREEF America L.L.C., Deutsche Bank AG, Deutsche Investment Management Americas Inc. and Deutsche Bank Trust Company Americas, would result in such Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), representing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. (b) On 3. Terms used herein without definition shall have the Record Datemeanings assigned to them in the Agreement. Other than as amended hereby, or as soon as practicable thereafter, the Company will send a copy all other provisions of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered Agreement shall remain in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyfull force and effect. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) 3.1 Until the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or, in the event that the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines that a later date is advisable, such later 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 prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such planbenefit plan or any Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (such date being herein referred to as the "“Distribution Date"”) (provided, 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), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (provided, that each certificate (or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the CompanyCompany and upon receipt of all relevant information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close Distribution Date (other than any Acquiring Person or any Associate or Affiliate of Business on the Record Dateany Acquiring Person), at the address of such holder shown on the records of the Company. With , a Right Certificate, substantially in the form of Exhibit B hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to certificates for Common Shares outstanding such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced solely by such certificates registered in Right Certificates. 3.2 As soon as practicable after the names of Record Date, the holders thereof together with Company will make available a copy of the Summary of Rights attached thereto. Until the Close to any holder of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on Rights who may request it prior to the Final Expiration Date), . The Company shall provide the surrender for transfer Rights Agent with written notice of any certificate for Common Shares outstanding on the Record occurrence of the Final Expiration Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of the Final Expiration Date, with or without a copy of the Summary of Rights attached thereto, unless and until it shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyhave received such written notice. (c) 3.3 Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)Section 3.3) after the Record Date but prior to the earliest of the Close of Business on (i) the Distribution Date, (ii) the Redemption Date or the Close of Business on (iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Rights Agreement between PC Service Source Neurotrope, Inc. and Harrxx Xxxst and Savings BankPhiladelphia Stock Transfer, Inc., as Rights AgentAgent (or any successor rights agent), dated as of December 7September 9, 1998 2019, as it may from time to time be amended or supplemented pursuant to its terms (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Neurotrope, Inc.. Inc. and the office or offices of Philadelphia Stock Transfer, Inc. designated for such purpose. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates separately and will no longer be evidenced by this certificate. PC Service Source Neurotrope, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned Beneficially Owned by an Acquiring Persons Person (or an Affiliate or Associate of an Acquiring Person) (as such terms are defined in the Rights Agreement) ), including such Rights held by a subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution DateNotwithstanding this Section 3.3, the Rights associated with omission of a legend shall not affect the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer enforceability of any such certificate shall also constitute part of this Agreement or the transfer rights of any holder of the Rights associated with the Common Shares represented therebyRights. In the event that If the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Rights shall be issued in respect of all Common Shares issued or disposed of (including, without limitation, upon issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (such date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each share of Common Share Stock so held. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or the or, if earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock evidenced thereby. (c) Certificates for Common Shares Stock which become outstanding (including, without limitation, reacquired Common Shares Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Innodata Inc. and Harrxx Xxxst and Savings BankAmerican Stock Transfer & Trust Company, as Rights AgentLLC, dated as of December 7February 1, 1998 2019 (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 PC Service Source , Inc.. Innodata Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Innodata Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares Stock represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or acquires any Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding. Notwithstanding this Section 3, neither the omission of the legend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(bparagraph (b) hereofof this Section) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates Certificates for Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Companysend), send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A hereto, evidencing one Right for each share of Common Share Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the The Company will send or cause to be sent a copy of the a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of a share of Common Shares as Stock that shall become outstanding between May 4, 1987 and the earliest of the Close of Business on the Record Distribution Date, at the address of such holder shown on Redemption Date and the records of the CompanyExpiration Date. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on Until the Distribution Date, the Rights will shall be evidenced by such certificates for Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights attached thereto. Until Rights), registered holders of Common Stock shall also be the Close of Business on the Distribution Date (or the earlier registered holders of the Redemption Date or the Close of Business on the Final Expiration Date)associated Rights, and the surrender for transfer of any certificate for Common Shares outstanding on the Record DateStock, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Rights. Certificates issued for Common Shares which become outstanding Stock (including, without limitation, reacquired certificates issued upon transfer or exchange of Common Shares referred to in the last sentence of this paragraph (c)Stock) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source Xxxxxxx Fabrics, Inc. and Harrxx Xxxst and Savings Bank, as Rights AgentContinental Stock Transfer & Trust Company, dated as of December 7March 23, 1998 1987, as from time to time amended, (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Xxxxxxx Fabrics, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Xxxxxxx Fabrics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by issued to Acquiring Persons or Associates or Affiliates thereof (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. . (c) In the event that the Company purchases or acquires any shares of Common Shares after the Record Date but Stock prior to the Close of Business on the Distribution Date, any Rights associated with such shares of Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares which Stock that are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 10th calendar day after the Shares Share Acquisition Date or Date, (ii) the tenth Close of Business on the 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes shall become an Acquiring Person) after the date of (x) the commencement commencement, by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of (y) the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in be an Acquiring Person, including any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date which is after the date of this Agreement and prior to the issuance of the Rights (the earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined, with the concurrence of a majority of the Disinterested Directors, by action of the Directors of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificate Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy notification of the Summary existence of Rights the Rights, by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Close Distribution Date or the earlier of Business on the Distribution Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates registered in for the names of the holders thereof together Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Close of Business on the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Close of Business on the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date, with or even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced therebyStock represented by such certificate. (c) Certificates for the Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between PC Service Source Delta Apparel, Inc. and Harrxx Xxxst and Savings First Union National Bank, as Rights Agent, dated as of December 7January 27, 1998 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Delta Apparel, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Delta Apparel, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by issued to Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Close Distribution Date or the earlier of Business on the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares Stock for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender offer (other than a tender offer which is an Approved Transaction) or exchange offer offer, the consummation of which would may result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in a Substantial Block (the case earlier of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "Distribution Date")) of either Class of Common Stock, (x) the Rights associated with each Class of Common Stock will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for such Class of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of associated Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of requested in writing by the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit A-1 (Series A Rights) and Exhibit A-2 (Series B Rights) hereto (each a "Right Certificate"), evidencing one Series A Right for each share of Class A Common Share so held and one Series B Right for each share of Class B Common so held. If the Company requests that the Rights Agent send such Rights Certificates, it shall timely provide to the Rights Agent a list, in physical and acceptable electronic formats, of the holders of Common Stock as of the close of business on the Distribution Date with the address of each such holder as shown on the records of the Company. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the transfer of any Common Stock outstanding on the Record Date, including the surrender for transfer of any certificate for representing such Common Shares outstanding on the Record Date, Stock with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such Common Shares evidenced therebyStock. (c) Certificates for Common Shares Stock which become outstanding (including, without limitation, reacquired whether upon issuance out of authorized but unissued Common Shares referred to in the last sentence Stock or issuance upon transfer or exchange of this paragraph (c)outstanding Common Stock) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them them, in the case of share certificates, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source , Inc. Crown Central Petroleum Corporation and Harrxx Xxxst and Savings First Union National Bank, as Rights Agent, dated as of December 7February 1, 1998 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Crown Central Petroleum Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. Crown Central Petroleum Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may will become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or acquires any Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date or Final Expiration Date, any Rights associated with such Common Shares Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of tenth (i10th) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or including any such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) which is after the date of this Agreement and prior to the commencement by any Person (other than the Company, any Subsidiary issuance of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date being herein referred to as Rights; the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates or book entry, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, requested and provided with all necessary information and documents at the expense of the Company, send) by first-classfirst‑class, insured, postage-prepaid postage‑prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (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 Shares) a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-classfirst‑class, postage-prepaid postage‑prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates (or such Book Entry Common Shares) registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced of the Company represented thereby. (c) Certificates for Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights an Agreement between PC Service Source , Inc. Dorian LPG Ltd. and Harrxx Xxxst and Savings Bank, as Rights AgentComputershare Inc., dated as of December 721, 1998 2015, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Dorian LPG Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. Dorian LPG Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs set forth in the Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons Beneficially Owned (as defined in the Rights Agreement) may by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate (each as defined in the Agreement) thereof become null and void. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any Ownership Statement or notice containing the foregoing legend delivered to holders of Book Entry Common Shares, until the Close earliest of Business on the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company represented by such certificates or such Book Entry Common Shares shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 1520% or, in or more of the case of a Grandfathered Stockholder 30% then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source Banknorth Group, Inc. and Harrxx Xxxst Registrar and Savings Bank, as Rights AgentTransfer Company, dated as of December 7November 27, 1990, as amended snd restated as of September 4, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Banknorth Group, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Banknorth Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. The Rights shall be deemed issued, upon the terms and subject to the conditions set forth herein, as of the Record Date, or if later, the date on which the shares of Common Stock underlying such Rights become outstanding, provided that: (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Shares Stock Acquisition Date or and (ii) the tenth Business Day such date (or prior to such later date time as any Person becomes an Acquiring Person), if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) of the Company after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having Beneficial Ownership or becoming the Beneficial Owner of 10% or more of the shares of Common Shares aggregating 15% or, in Stock then outstanding (the case earlier of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "“Distribution Date"”, provided, however, that the Distribution Date shall in no event be prior to the Record Date), (x) the Rights Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatesor by Book Entry shares in respect of such shares of Common Stock) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock. With respect to certificates for representing Common Shares Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, and until the Close earlier of Business on the Distribution Date and the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (or such Book Entry shares) together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for representing Common Shares Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented thereby. (c) Certificates for Common Shares which become outstanding (includingRights shall, without limitationany further action, reacquired be issued in respect of all shares of Common Shares referred to in Stock issued or disposed of by the last sentence of this paragraph (c)) Company after the Record Date but prior to the earliest earlier of the Close of Business on Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Redemption Date or the Close of Business on the Final Expiration Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source Commvault Systems, Inc. (the “Company”) and Harrxx Xxxst Computershare Trust Company, N.A., (and Savings Bankany successor thereto, as Rights Agent), dated as of December 7April 3, 1998 2020, as it may be amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. 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. PC Service Source , Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights that are or were acquired or beneficially Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Persons Person (as defined in the Rights Agreement) may and certain transferees thereof will become null and voidvoid and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Close of Business on the Distribution Date, the Rights associated with the shares of Common Shares Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such shares of Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding. Notwithstanding this paragraph (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.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or, in or more of the case then outstanding Common Shares of a Grandfathered Stockholder 30% the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced of the Company represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights an Agreement between PC Service Source Darden Restaurants, Inc. and Harrxx Xxxst and Savings Wachovia Bank, as Rights AgentNational Associatiox, dated xxxed as of December 7May 16, 1998 2005, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source Darden Restaurants, Inc.. Inc. Under certain circumstances, as set forth xxxxx in the Rights Agreement, such Rights (as defined in the Agree- ment) will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source Darden Restaurants, Inc. will mail to the holder of this certificate certixxxxxx a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs set forth in the Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons any Person (as defined in the Rights Agreement) may who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer or a take-over bid as defined under Canadian securities laws, the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) and 3(c) hereof) by Book-Entry or the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates certificates, together with a copy of the Summary of Rights, and Book-Entry, together with a copy of the Summary of Rights or a written statement containing the Rights Notice, shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company 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, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) . On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book-Entries for Common Shares of the Company outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates or Book-Entries registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoor, in the case of Book-Entries, together with a written statement containing the Rights Notice. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record DateDate represented by certificates or Book-Entry, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced of the Company represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all Common Shares which become outstanding (whether originally issued or delivered from treasury and including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date Date. Certificates representing Common Shares issued after the Record Date, if any, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between PC Service Source Txx Hortons Inc., Inc. a Delaware corporation (the “Company”), and Harrxx Xxxst and Savings BankComputershare Investor Services, as Rights AgentLLC, dated as of December 7February 28, 1998 2006, as it may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, Inc. as set forth in the Rights Agreement, the securities or property for which the Rights may be exercised may be adjusted, and the Rights may be redeemed, may be exchanged, may expire, or may be amended. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons any Person (as defined in the Rights Agreement) may who becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) become null and void. After the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, or the Final Expiration Date, if new certificate(s) representing Common Shares are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing Common Shares or if new certificate(s) representing Common Shares are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear the foregoing legend. With respect to such all certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. With respect to Rights evidenced by Book-Entry for Common Shares, until the Distribution Date, the transfer of such Common Shares shall also constitute the transfer of the Rights associated with such Common Shares, and the Company or its transfer agent shall, within a reasonable time after such transfer, send to the registered owner of such Common Shares a copy of a written statement containing the Rights Notice and/or accompanied by a copy of the Summary of Rights (which may be provided as part of or together with any notice with respect to the Common Shares that may be required by applicable law). In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the close of business on the tenth Business Day day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any Qualified Person, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% oran Acquiring Person (including, in the case of a Grandfathered Stockholder 30% both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Rights Certificates will be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, countersign and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Common Shares in the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the such Common Shares evidenced therebyShares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, and the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source YouthStream Media Networks, Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent[RIGHTS AGENT], dated as of December 7__________ ____, 1998 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source YouthStream Media Networks, Inc.. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source YouthStream Media Networks, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired held by, any Person who is, was or beneficially owned by becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company Corporation purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. The Rights shall be deemed issued, upon the terms and subject to the conditions set forth herein, as of the effective date of this Agreement, or if later, the date on which the Common Shares of the Company underlying such Rights become outstanding, provided that: (a) Until the earlier Close of (i) Business on the tenth (10th) day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date being herein referred to as the "“Distribution Date"”), (x) the Rights Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) ), or, in the case of Common Shares of the Company held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares of the Company, and not by separate Right Certificates, and (y) the Rights, including the right to receive Right Certificates Certificates, will be transferable only in connection with the transfer of Common SharesShares of the Company. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on, or prior to, the Business Day next following the day on which such oral notification is given. 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 Company will prepare and execute, and upon written request from the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, requested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Shares of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (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 Shares of the Company) a copy of the a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Shares of the Company. With respect to certificates for any Common Shares of the Company outstanding as of the Record Date, and until the Close earliest of Business on the Distribution Date, the Redemption Date and the Final Expiration Date, (i) in the case of certificated Common Shares of the Company, (A) the Rights associated with the Common Shares of the Company represented by any certificate will be evidenced by such certificates registered in the names of the holders thereof certificate together with a copy of the Summary of Rights attached thereto. Until thereto and the Close of Business on the Distribution Date (or the earlier registered holders of the Redemption Date or Common Shares of the Close Company shall also be the registered holders of Business on the Final Expiration Date), associated Rights and (B) the surrender for transfer of any certificate for Common Shares outstanding on the Record Datesuch certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby, and (ii) in the case of Common Shares of the Company held in uncertificated form, (A) the Rights associated with the Common Shares of the Company shall be evidenced therebyby the balances indicated in the book-entry account system of the transfer agent for such Common Shares of the Company and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights and (B) the transfer of any Common Shares of the Company in the book-entry account system of the transfer agent for such Common Shares of the Company shall also constitute the transfer of the Rights associated with such Common Shares of the Company. (c) Certificates In the case of certificated Common Shares of the Company, certificates issued for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in of the last sentence of this paragraph (c)) Company after the Record Date (including upon transfer or exchange of outstanding Common Shares of the Company), but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on and the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source , Global Eagle Entertainment Inc. and Harrxx Xxxst and Savings BankAmerican Stock Transfer & Trust Company, as Rights AgentLLC, dated as of December 7March 19, 1998 2020, as it may be amended, supplemented or otherwise modified from time to time (the "Rights “Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Global Eagle Entertainment Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Global Eagle Entertainment Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs set forth in the Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons Beneficially Owned (as defined in the Rights Agreement) may become by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) shall be null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares of the Company after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (d) In the case of Common Shares of the Company held in uncertificated form, the Company shall cause the confirmation and account statements sent to holders of Common Shares of the Company in book-entry form (including upon transfer or exchange of outstanding Common Shares of the Company) prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date to bear a legend in substantially the following form: Each share of common stock, $0.0001 par value per share, of Global Eagle Entertainment Inc. entitles the holder thereof to certain rights as set forth in a Rights Agreement between Global Eagle Entertainment Inc. and American Stock Transfer & Trust Company, LLC, dated as of March 19, 2020, as it may be amended, supplemented or otherwise modified from time to time (the “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 Global Eagle Entertainment Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Agreement. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. Global Eagle Entertainment Inc. will mail to the holder of the shares to which this statement relates a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights Beneficially Owned (as defined in the Agreement) by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) shall be null and void. Notwithstanding this Section 3(d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Persons referred Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to in the preceding parentheticalterms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights, the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates or book-entry shares, as applicable, for Common Shares registered in the names of the holders thereof (which certificates certificates/book-entry shares shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates or book-entry shares registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Close of Business on the Distribution Date (or the earlier redemption or expiration of the Redemption Date or Rights pursuant to the Close of Business on the Final Expiration Dateterms hereunder), the surrender for transfer of any certificate or book-entry shares for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Certificates or book-entry shares for Common Shares which that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date date hereof but prior to the earliest of the Close of Business on (i) the Distribution Date, (ii) the Redemption Date or the Close of Business on Date, (iii) the Final Expiration Date Date, or (iv) one (1) year from the date hereof if the approval of this Agreement is not ratified by holders of a majority of the votes cast at a duly called meeting of the Company’s stockholders or any adjournment or postponement thereof, at which a quorum is present, within such one (1) year period shall have impressed on, printed on, written on or otherwise affixed to them a legend to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between PC Service Source AboveNet, Inc. (the “Company”) and Harrxx Xxxst and Savings BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of December August 7, 1998 2006, OR an Amended and Restated Rights Agreement between AboveNet, Inc. (the "“Company”) and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), dated as of August 3, 2009, as amended from time to time (the “Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. 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. PC Service Source , Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights that are issued to any Person who becomes an Acquiring Person or were acquired an Affiliate or beneficially owned by Acquiring Persons Associate thereof (as defined in the Rights Agreement) may and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Common Shares issued as book-entry shares shall have a corresponding legend noted with respect to such shares. With respect to such certificates or book-entry shares containing the foregoing or noting this legend, until the Close Distribution Date (or, if earlier, the earlier of Business on the Distribution Dateredemption or expiration of the Rights pursuant to the terms hereunder), the Rights associated with the Common Shares represented by certificates thereby shall be evidenced by such certificates or book-entry shares alone, and the surrender for transfer of any such certificate or book-entry shares shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date date hereof but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parentheticalan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership or becoming the Beneficial Owner of 20% or more of the shares of Common Shares aggregating 15% or, in Stock then outstanding (the case earlier of a Grandfathered Stockholder 30% (such date dates being herein referred to as the "Distribution Date", provided, however, that the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates representing the Common Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatesor by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and at the written request of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or registrar for the Common Stock (and if the Rights Agent is not the transfer agent or registrar for the Common Stock, the Company shall promptly provide such information to the Rights Agent in a form satisfactory to the Rights Agent), a Right Certificate Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held, credit the Book Entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(n) hereof, at the time of distribution of the Right Certificates or such credits to the Book Entry accounts, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed, or only whole numbers of Rights are credited to Book Entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced represented solely by such Right CertificatesCertificates or such Book Entry credits and related direct registration transaction advices. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company and provided with all necessary information and documents) a copy of the a Summary of Rights to Purchase Shares of Common Stock, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or registrar for Common Stock. With respect to certificates for representing Common Shares Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (or, such Book Entry shares) together with a copy of the Summary of Rights attached theretoRights. Until the Close of Business on the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for representing Common Shares Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in Stock issued or disposed of by the last sentence of this paragraph (c)) Company after the Record Date but prior to the earliest earlier of the Close of Business on Distribution Date and the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, . The Company shall cause certificates representing shares of Common Stock issued or disposed of after the Redemption Record Date or but prior to the Close earlier of Business on the Final Distribution Date and the Expiration Date shall or, in certain circumstances provided in Section 22 hereof, after the Distribution Date to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PROPHOTONIX LIMITED (THE "COMPANY") AND COMPUTERSHARE TRUST COMPANY, Inc. and Harrxx Xxxst and Savings BankN.A., as Rights AgentAS RIGHTS AGENT, dated as of December 7DATED AS OF AUGUST 28, 1998 2014 AND AS AMENDED FROM TIME TO TIME (the THE "Rights AgreementRIGHTS AGREEMENT"), the terms THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL DELIVER TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to any Book Entry shares of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights AgreementCommon Stock, such Rights will legend shall be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail included in a notice to the record holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined such shares in the Rights Agreement) may become null and voidaccordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Close of Business on the Distribution Date, Date the Rights associated with the Common Shares Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the such shares of Common Shares Stock which are no longer outstanding. Notwithstanding this paragraph (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.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date such time that a Person has become an Acquiring Person or (ii) the tenth Business Day (or on such later date date, if any, as may be determined designated by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the Company following the commencement of, or first public disclosure of an intent to commence, 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 its Subsidiaries, or any entity Person holding Common Shares for or pursuant to the terms of any such employee benefit plan) offor outstanding Common Shares, or if upon consummation of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a such tender or exchange offer the consummation of which would result in any such Person becoming could be the Beneficial Owner of more than 15% of the total Voting Rights of all the outstanding Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Brink's Stock registered in the names of the holders thereof (which certificates for Brink's Stock shall also be deemed to be Right Certificatescertificates for the Rights) and not by separate Right Certificatescertificates, and (y) the Rights, including the right to receive Right Certificates certificates as herein provided, will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares Brink's 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, a one or more right certificates in substantially the form of Exhibit A hereto (the "Right Certificate Certificates"), evidencing one Right for each Common Share share of Brink's Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between PC Service Source , Inc. and Harrxx Xxxst and Savings Bank, as Rights Agent, dated as of December 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate of the certificates for the Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any by such certificate. (c) Rights shall be issued in respect of all Common Shares which are issued after the Record Effective Date but prior to the Close earliest of Business on the Distribution Date, any Rights associated with such the Redemption Date or the Expiration Date. Certificates representing Common Shares shall also be deemed canceled to be certificates for the Rights, and retired so that shall bear the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.following legend:

Issue of Right Certificates. (a) Until the earlier of Distribution Date (ias hereinafter defined) the tenth day after the Shares Acquisition Date 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 Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or, in the case of a Grandfathered Stockholder 30% (such date being herein referred to as the "Distribution Date"), (x) the Rights each Right will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates certificate for the Common Shares Share registered in the names name of the holders holder thereof (in respect of which certificates shall also be deemed to be such Right Certificates) has been issued and not by a separate Right CertificatesCertificate, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of such Common SharesShare. The term "Distribution Date" ------------------ shall mean such date which is the earlier of (i) the fifteenth day (or twenty-fifth day if the Board of Directors of the Company shall within such fifteen-day period act by resolution to extend such period by ten days) after the Shares Acquisition Date and (ii) the fifteenth day (or twenty-fifth day if the Board of Directors of the Company shall within such fifteen-day period act by resolution to extend such period by ten days) after the commencement by any Person (other than an Exempt Person) of a tender or exchange offer which, if consummated for the maximum amount of securities to which the offer relates, would result in such Person, together with all Affiliates and Associates of such Person, being the Beneficial Owner of 15% or more of the outstanding Common Shares of the Company (including any such date which is after the Effective Date and prior to the issuance of the Rights). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-insured postage prepaid mail, or, if requested by or on behalf of a holder, shall otherwise deliver, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate certificate, in substantially the form of Exhibit A hereto (the "Right Certificate"), evidencing one Right for each Common Share so held, ------------------ subject to adjustment as provided herein. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the The Company will send file a copy of the this Agreement, including a copy of a Summary of Rights by first-classto Purchase Common Shares, postage-prepaid mail, to each record holder of Common Shares in substantially the form attached hereto as of Exhibit B (the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the "Summary of Rights attached theretoRights") in a Form 8-K with the ------------------ Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Until the Close of Business on the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the automatic transfer of the Rights associated with the Common Shares evidenced represented thereby. (c) Rights have been issued with respect of all Common Shares that became outstanding after the Record Date, but on or before the Effective Date and shall be issued with respect to all Common Shares that become outstanding after the Effective Date, but on or before the earlier of the Distribution Date or the Expiration Date. All Rights issued with respect to Common Shares outstanding prior to the Effective Date shall, on the Effective Date, be subject to this Agreement notwithstanding any reference to a predecessor agreement on any certificate memorializing such outstanding Common Shares. Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) issued after the Record Date Effective Date, but prior to on or before the earliest earlier of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Second Amended and Restated Rights Agreement between PC Service Source , Inc. Xxxxx Mfg. & Electronics Corp. and Harrxx Xxxst Registrar and Savings BankTransfer Co., as Rights Agent, dated effective as of December 7January 1, 1998 2010 (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 PC Service Source , Inc.. Xxxxx Mfg. & Electronics Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. PC Service Source , Inc. Xxxxx Mfg. & Electronics Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired issued to or beneficially owned by Acquiring Persons or Affiliates or Associates thereof (as defined in the Rights Agreement) or certain transferees thereof may become null and void. ." With respect to such certificates containing the foregoing legend, until the Close of Business on Distribution Date (or, if earlier, the Distribution Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone. Until the Distribution Date (or, and if earlier, the Expiration Date), the surrender for transfer of any such certificate shall also constitute the automatic transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.