Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights Agent, dated as of December 10, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, 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. Delta Woodside Industries, 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the 10th calendar day tenth Business Day after the Share Shares Acquisition Date, or (ii) the Close close of Business business on the 10th 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, commencement of, or (y) the first public announcement of the intention of intent to commence, a tender or exchange offer by any Person (other than an Exempt Person) to commence, a tender or exchange offer if, if upon consummation thereof, any such Person other than an Exempt Person would be an Acquiring Personthe Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of such dates, 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 Rights, 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 Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors of Shares (including a transfer to 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 by action of the Directors of the CompanyCorporation). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, or, if requested by or on behalf of a holder, shall otherwise deliver, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, one or more certificatesRight Certificates, in substantially the form attached of Exhibit B hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment. In the event that an adjustment as provided hereinin the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of 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 As promptly as practicable following the Record Date, or thereafter, the Company Corporation will send a notification copy of a Summary of Rights to Purchase Preferred Shares, in substantially the existence form attached hereto as Exhibit C (the "Summary of the Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, Date until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for Common Shares registered in the Common Stock with or without a copy names of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached theretoholders thereof, and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration Expiration Date or termination of the RightsFinal Expiration Date), the transfer of any certificate for Common Shares in respect of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Certificates for the Rights shall be issued in respect of all Common Stock issued Shares that shall become outstanding after the Record Date, Date but prior to the earlier earliest of the Distribution Date, Date or the Redemption Expiration Date or the Final Expiration Date, except as otherwise provided in Section 11(p). Certificates representing such Common Shares (and certificates delivered pursuant to Sections 6 and 7(d)) shall also be deemed also to be certificates for RightsRight Certificates, and shall bear 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 Shareholder Rights Agreement between Delta Woodside Industries, Cincinnati Xxxx Inc. and First Union National The Fifth Third Bank, as Rights Agent, dated as of December 10April 29, 1999 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 Delta Woodside Industries, Cincinnati Xxxx Inc. and available for inspection by the holder of this certificate. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside Industries, Cincinnati Xxxx Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. In no event may the Rights be exercised after May 2, 2007. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier of the Redemption Date Expiration or the Final Expiration Date), the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Company Corporation purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares 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 Close of Business on the 10th calendar tenth day after the Share Shares Acquisition Date, Date or (ii) the Close of Business on the 10th 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 shall become becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors of the Company to determine a later date unless, at the time of such action, there are then in office not less than two Relevant Directors and such action is approved by a majority of the Relevant Directors then in office) after the date of (x) the commencement, commencement by any Person, Person other than an Exempt Person, Person of, or (y) of the first public announcement of the intention of any Person (other than an Exempt Person) Person to commence, a tender or exchange offer if, upon the 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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.which (b) On the Record Date, or as soon as practicable thereafter, the Company will send a notification copy of a Summary of Rights to Purchase Preferred Shares, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company 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 Common Stock Company outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced represented by such certificates for registered in the Common Stock names of the holders thereof together 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 Distribution Date (or earlier redemption, expiration or termination the earliest of the RightsRedemption Date, the Exchange Date, the Final Expiration Date or the Merger Date), the surrender for transfer of any certificate for Common Shares of the certificates for the Common Stock Company outstanding on the Record Date, even with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatethereby. (c) Certificates for Common Shares of the Company which become outstanding (including, without limitation, reacquired Common Stock issued Shares of the Company referred to in the last sentence of this paragraph (c)) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date, the Final Expiration Date or the Final Expiration DateMerger Date shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them substantially the following legend: This certificate also evidences represents and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesAvalon Properties, Inc. and First Union National Bank, as Rights Agentrights agent, dated as of December 10March 9, 1999 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 Delta Woodside IndustriesAvalon Properties, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced represented by separate certificates and will no longer be evidenced represented by this certificate. Delta Woodside IndustriesAvalon Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates shall be evidenced by such certificates alonesuch (d) Notwithstanding anything in this Agreement to the contrary, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In in the event that prior to the Company purchases earlier of the Distribution Date or acquires the redemption, expiration or termination of the Rights, any shares of Common Stock after are retired and canceled in connection with the Record Date but prior conversion of such shares to Excess Stock pursuant to Article IX of the Distribution DateCompany's Charter, any then the associated Rights associated with such Common Stock shall be deemed cancelled to be similarly retired and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingcanceled.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the 10th calendar tenth day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, the Company) of, or (y) of the first public announcement of the intention of any such Person (other than an Exempt Personthe Company) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be an Acquiring Person, (other than the Company) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earliest earlier of such 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested and if provided with a list of the names and addresses of the record holders of Common Stock, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a notification copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, postage-prepaid mail, to each record holder of the Common 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 the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for the transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Certificates issued for the Common Stock issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier of the Distribution DateDate and the Expiration Date shall have impressed on, the Redemption Date printed on, written on or the Final Expiration Date, shall be deemed also otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesBallantyne of Omaha, Inc. and First Union National BankChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of December 10May 25, 1999 2000 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 Delta Woodside IndustriesBallantyne of Omaha, 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. Delta Woodside IndustriesBallantyne of Omaha, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 Close of Business on the 10th calendar tenth day after the Share Shares Acquisition Date (the “Distribution Date”), (iii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (ii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send), by first-first class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution DateDate (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the "a “Right Certificates"Certificate”), evidencing one Right for each share of Common 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send make available a notification copy of a Summary of Rights to Purchase Preferred Stock, in substantially the existence form attached hereto as Exhibit C (the “Summary of the Rights, by postage prepaid mail”), to each record any holder of Rights who may so request from time to time prior to the Common Stock as of 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 the shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such the certificates for such shares registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and the Expiration Date or, in certain circumstances provided in Section 22, 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 Final Expiration Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: legend (or such other legend as the Company may deem appropriate that is not inconsistent with the provisions of this Agreement but which does not affect the rights, duties or obligations of the Rights Agent as set forth in this Agreement): “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder the Rights Agreement between Delta Woodside IndustriesIteris, Inc. and First Union National BankComputershare Trust Company, N.A., as Rights Agent, dated as of December 10August 20, 1999 2009, as the same may be supplemented or 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 Delta Woodside IndustriesIteris, 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. Delta Woodside IndustriesComputershare Trust Company, Inc. N.A. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to to, acquired or beneficially owned by any Person who is or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may their transferees will become null and void. void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock 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 earlier of (i) the Close of Business on the 10th calendar day after the Share Shares Acquisition Date, Date or (ii) the Close of Business on the 10th 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Personthe 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 (y) of the first public announcement of the intention of any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, commence a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be an Acquiring Person, becoming the Beneficial Owner of Common Shares aggregating 15% or more of the Voting Power of the then outstanding Common Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights (Rights; the earliest 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 the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights (and the right to receive Right Certificates) will be transferable only in connection with the transfer of the underlying shares of Common StockShares. The Board of Directors Company shall give the Rights Agent prompt written notice 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 by action of the Directors of the CompanyDistribution Date. 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, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "a Right Certificates"), Certificate evidencing one Right for each share of Common Stock Share 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates for registered in the Common Stock with or without a copy names 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificateShares evidenced thereby. Upon the request of the holder of any Common Shares or, after the Distribution Date, the holder of any Right, the Company shall, at its expense, provide a copy of the Summary of Rights. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the Common Stock issued last sentence of this paragraph (c)) after the Record DateDate (or as soon as is reasonably practicable), but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rightshave impressed, and shall bear printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights (the "Rights") as set forth in a Shareholder the Rights Agreement between Delta Woodside Industries, Inc. GameStop Corp. and First Union National Bank, as Rights AgentThe Bank of New York, dated as of December 10October 28, 1999 2004 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a reference. A copy of which the Rights Agreement is on file at the principal executive offices of Delta Woodside Industries, Inc. GameStop Corp. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside Industries, Inc. GameStop Corp. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in Section 11(a)(ii) of the Rights Agreement, Rights issued to beneficially owned by any Person who becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may certain other Persons shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of of (i) the Close of Business on the 10th calendar tenth day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th Business Day 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) of the first public announcement of the intention of any such Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be (other than an Acquiring Exempt Person, ) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earliest 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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 Following the Record Date, or thereafter, the Company will send sent a notification copy of a Summary of Rights to Purchase Shares of Preferred Stock (the existence "Summary of the Rights"), by postage first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, Date at the address of such holder shown on the records of the Company. As soon as practicable after the date of this Agreement, the Company shall file with the Securities and Exchange Commission the full text of this Agreement and a revised summary thereof, which revised summary shall be in substantially the form of Exhibit C hereto (the "Revised Summary of Rights"). With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto (which Summary of Rights shall be deemed amended and restated from and after the date hereof by the Revised Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates surrender for the transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights in (which Summary of Rights shall be deemed amended and restated from and after the form attached hereto as Exhibit B (date hereof by the "Revised 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) thereby. Certificates issued for the Common Stock issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, date hereof but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateExpira- tion Date shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rightsthem, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder an Amended and Restated Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights AgentWarner-Lambert Company xxx Xxxxx Xhicago Trust Company of New York, dated as of December 10March 25, 1999 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 Delta Woodside Industries, Inc. Warner-Lambert Company. Under certain circumstancesxxxxxxx xxxxxmstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside Industries, Inc. will mail to Warner-Lambert Company xxxx xxxx xo the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 Close of Business on the 10th calendar tenth day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th Business Day 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) of the first public announcement of the intention of any such Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be (other than an Acquiring Exempt Person, ) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earliest 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and 13 10 not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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 Attached hereto as Exhibit C is a Summary of Rights to Purchase Shares of Preferred Stock (the Record Date, or thereafter, the Company will send a notification "Summary of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company"). With respect to certificates for the Common Stock outstanding as of the Record Datedate hereof, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates surrender for the transfer of any certificate for Common Stock outstanding os of the date hereof, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) thereby. 14 11 Certificates issued for the Common Stock issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, date hereof but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder an Amended and Restated Rights Agreement between Delta Woodside Industries, Inc. BJ Services Company and First Union National Bank, as Rights AgentChicago Trust Company of New York, dated as of December 10September 26, 1999 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 Delta Woodside Industries, Inc. BJ Services 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. Delta Woodside Industries, Inc. BJ Services Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights 15 12 associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date date hereof but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 Close close of Business business on the 10th calendar tenth day (or such later date as may be determined by the Board) after the Share Shares Acquisition Date, Date or (ii) the Close close of Business business on the 10th 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 shall become an Acquiring PersonBoard) after the date of (x) the commencement, by any Person, other than an Exempt Person, commencement of, or (y) of the first public announcement of the intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, upon the consummation thereof, such of which would result in beneficial ownership by a Person would be an Acquiring Person, including any such date which is after the date of this Agreement and prior to the issuance Common Shares representing 15% or more of the total Voting Rights of all the outstanding Common Shares (the earliest of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the GGD Stock Rights, GZBX Stock Rights and GMO Stock Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the Common GGD Stock, GZBX Stock and GMO Stock, respectively, registered in the names of the holders of the Common Stock thereof (which certificates for Common GGD Stock, GZBX Stock and GMO Stock shall also be deemed also to be certificates for GGD Stock Rights, GZBX Stock Rights and GMO Stock Rights, respectively) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 by action of the Directors of the CompanyShares. 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, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common GGD Stock, GZBX Stock and GMO Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificatesa right certificate, in substantially the form attached of EXHIBIT B hereto (a "GGD STOCK RIGHT CERTIFICATE," "GZBX STOCK RIGHT CERTIFICATE" or "GMO STOCK RIGHT CERTIFICATE," as Exhibit A (the "Right Certificates"case may be), evidencing one GGD Stock Right for each share of Common GGD Stock so held, subject one GZBX Stock Right for each share of GZBX Stock so held and one GMO Stock Right for each share of GMO Stock so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to adjustment as provided hereinSection 11(a) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that 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 1. Until the Record earliest of the Distribution Date, the Redemption Date or thereafterFinal Expiration Date, the Company will send a notification surrender for transfer of any certificate for Common Shares shall also constitute the transfer of the existence of the Rights, by postage prepaid mail, to each record holder of Rights associated with the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyShares represented thereby. 2. With respect to certificates for the Common Stock outstanding as Shares of the Record Company outstanding immediately prior to the Restatement Date, until the earliest of the Distribution Date or the earlier of Date, the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for Common Shares as legended pursuant to the Common Stock with or without a copy terms of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached theretoRenewed Agreement, and the registered holders of the Common Stock Shares of the Company shall also be the registered holders of the associated Rights. 3. Until Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the Distribution Date (or earlier redemption, expiration or termination last sentence of the Rights), the transfer following paragraph (b) of any of the certificates for the Common Stock outstanding this Section 3) on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued or after the Record Date, Restatement Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder the Renewed Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights Agent, dated as of December 10, 1999 Genzyme Corporation & American Stock Transfer & Trust Company (the "Rights Agreement"), as such Rights Agreement may from time to time be amended and/or restated, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Delta Woodside Industries, Inc. Genzyme 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. Delta Woodside Industries, Inc. Genzyme Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to beneficially owned 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 . (b) Until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights each Right associated with the each Common Stock represented by such certificates Share shall be evidenced by the stock certificate representing such certificates aloneCommon Share, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Company purchases or acquires any shares of Common Stock Shares on or after the Record Effective Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares which are no longer outstanding. (c) Notwithstanding the requirements of 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 Rights.

Issue of Right Certificates. (a) Until the earlier of (i) --------------------------- the Close of Business on the 10th tenth calendar day after the Share Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the 10th 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 shall become becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of (x) the commencement, that a tender or exchange offer by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commenceis first published or sent or given within the meaning of Rule 14d- 2 of the Exchange Act Regulations, the consummation of which would result in Beneficial Ownership by a tender Person (other than an Exempt Person) of fifteen percent (15%) or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, more of the outstanding Common Stock (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earliest earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors of the Company may defer the date set forth in clause Stock (ii) in the preceding sentence including a transfer to a specified later date or to an unspecified later date to be determined 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 Rights Agent will send, by first-classclass mail, insured, postage prepaid mailpostage-prepaid, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, or, with respect to Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, one or more certificatesa Right Certificate, in substantially the form attached hereto as Exhibit A B (the "Right CertificatesCertificate"), evidencing one Right for each --------- share of Common Stock so held, subject to adjustment adjustments 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), at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (calculated in accordance with Section 14(a)). 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the shares of Common Stock with or without a copy registered in the names 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 Rightsthereof. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Final Expiration Date, the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatethereby. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, or in certain circumstances as provided in Section 22, after the Distribution Date. Certificates of Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date (including, without limitation, reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder the Rights Agreement between Delta Woodside Industries, Inc. Select Medical Corporation (the "Company") and First Union National Bank, as Mellon Investor Services LLC (the "Rights Agent"), dated as of December 10September 17, 1999 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Delta Woodside Industries, 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. Delta Woodside Industries, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after following receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing bearing the foregoing legend, until the Distribution Date or the earlier of the Redemption Distribution Date or the Final Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close --------------------------- close of Business business on the 10th calendar day tenth Business Day after the Share Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day after the Record Date) or (ii) the Close close of Business business on the 10th tenth Business Day after the date of the commencement of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (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 shall become an Acquiring Person) after the date of (x) the commencement, may determine by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, including any such date which is after the date of this Agreement and resolution adopted prior to the issuance of the Rights Shares Acquisition Date) (the earliest of such dates date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Company and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the underlying associated shares of Common Stock. 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 by action of the Directors Stock 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock 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, one or more certificates, a Right Certificate in substantially the form attached hereto as Exhibit A described in Section 4 hereof (the a "Right CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of On 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 thereafter, Rights shall be issued in respect of all shares of Common Stock of the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, and certificates evidencing such shares shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights AgentAgreement, dated as of December 10January 22, 1999 2001 (the "Rights Agreement"), between Equidyne Corporation and American Stock Transfer & Trust Company, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Delta Woodside Industries, Inc. Equidyne 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. Delta Woodside Industries, Inc. Equidyne Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights issued to beneficially owned by an Acquiring Persons Person or any Affiliates an Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may Transferee shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. ." In the event that the Company purchases shall purchase or acquires acquire any shares of Common Stock of the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (c) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights") to each holder of Rights who may so request from time to time prior to the Expiration Date.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th tenth calendar day after the Share Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the 10th 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 shall become becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of (x) the commencement, that a tender or exchange offer by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commenceis first published or sent or given within the meaning of Rule 14d-2 of the Exchange Act Regulations, the consummation of which would result in Beneficial Ownership by a tender Person (other than an Exempt Person) of fifteen percent (15%) or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, more of the outstanding Common Stock (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earliest earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors of the Company may defer the date set forth in clause Stock (ii) in the preceding sentence including a transfer to a specified later date or to an unspecified later date to be determined 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 Rights Agent will send, by first-classclass mail, insured, postage prepaid mailpostage-prepaid, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, or, with respect to Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, one or more certificatesa Right Certificate, in substantially the form attached hereto as Exhibit A B (the "Right CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment adjustments 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), at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (calculated in accordance with Section 14(a)). 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the shares of Common Stock with or without a copy registered in the names 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 Rightsthereof. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Final Expiration Date, the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificatethereby. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or in certain circumstances as provided in Section 22, after the Distribution Date but prior to the Final Expiration Date. Certificates representing shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, or the Final Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder the Rights Agreement between Delta Woodside IndustriesPharmacopeia, Inc. (the "Company") and First Union National Bank, as American Stock Transfer & Trust Company (the "Rights Agent"), dated as of December 10September 6, 1999 2002 (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 Delta Woodside Industries, 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. Delta Woodside Industries, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after following receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing bearing the foregoing legend, until the Distribution Date or the earlier of the Redemption Distribution Date or the Final Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, commence a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesRyan's Restaurant Group, Inc. and First Union National BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of December 10February 18, 1999 2005, as amended and restated from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside IndustriesRyan's Restaurant 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. Delta Woodside IndustriesRyan's Restaurant Group, 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar tenth day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th 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 shall become an Acquiring Person) after the date of (x) the commencement, commencement of a tender or exchange offer by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person(1) the Company or any Subsidiary of the Company or (2) any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established for or pursuant to commence, a tender or exchange offer the terms of any such plan) if, upon consummation thereof, such Person would be an Acquiring Person, Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earliest earlier 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 the Common Stock and the Special Common Stock registered in the names of the holders of the Common Stock or Special Common Stock, as the case may be (which certificates for Common Stock and Special Common Stock shall be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock and Special Common Stock. The Board of Directors of , as the Company case 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 by action of the Directors of the Companybe. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and Special Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form attached of Exhibit B hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common Stock or Special Common Stock, as the case may be, so held, subject to adjustment as provided herein. Right Certificates issued in respect of shares of Special Common Stock (or upon transfer of any such Right Certificates) will contain appropriate notations thereon in regard thereto. If an adjustment in the number of Rights per share of Common Stock and Special Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock and Special Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration Date, Rights) the Rights will be evidenced by such certificates for the Common Stock with or without a copy Special Common Stock, as the case may be, registered in the names of the Summary holders of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, such stock and the registered holders of the Common Stock such stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on or Special Common Stock, as the Record Datecase may be, even 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 Common Stock stock represented by such certificatecertificates. (c) Rights shall be issued in respect of all shares of Common Stock and Special Common Stock which are issued (whether upon exercise or conversion of securities exercisable or convertible into such stock, or otherwise) or are delivered out of treasury at or after the Close of Business on the Record Date but prior to the Distribution Date (or the earlier redemption, expiration or termination of the Rights). Certificates for the Common Stock and Special Common Stock issued (whether upon exercise or conversion of securities exercisable or convertible into such stock, or otherwise) or delivered out of treasury after the Record Date, Date but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Dateredemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights, Rights and shall bear 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 Shareholder Rights Agreement between Delta Woodside IndustriesKaufxxx and Broad Home Corporation and ChaseMellon Shareholder Services, Inc. and First Union National Bank, as Rights AgentL.L.C., dated as of December 10February 4, 1999 1999, 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 Delta Woodside Industries, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside Industries, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder holder, shall be null and void and may not be transferred. Certificates for Common Stock or Special Common Stock bearing a legend similar to the foregoing pursuant to the Prior Rights Agreement may also be used until the supply of such Rights may become null and voidcertificates is exhausted. With respect to such certificates containing the foregoing legendlegend or a similar legend pursuant to the Prior Rights Agreement, until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration Date, Rights) the Rights associated with the Common Stock or Special Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock or Special Common Stock, as the case may be, represented by such certificates. In . (d) Notwithstanding paragraphs (b) and (c), the event omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of Rights. (e) No Right Certificate shall be issued pursuant to this Section 3 that the Company purchases represents Rights beneficially owned by an Acquiring Person, or acquires any shares Associate or Affiliate thereof, or any transferee of Common Stock after the Record Date but prior an Acquiring Person or Associate or Affiliate thereof, whose Rights would be void pursuant to the Distribution Date, provisions of Section 7(e) hereof. No Right Certificate shall be issued at any time upon the transfer of any Rights associated with to an Acquiring Person, Associate or Affiliate thereof, or transferee of an Acquiring Person or Associate or Affiliate thereof, whose Rights would be void pursuant to the provisions of Section 7(e) hereof. Any right Certificate delivered to the Rights Agent for transfer to any such Common Stock Person whose Rights would be void pursuant to the provisions of Section 7(e) hereof shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingcanceled.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on (i) the 10th calendar tenth day after the Share date on which the Stock Acquisition DateTime occurs, or (ii) the Close of Business on the 10th tenth Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board of Directors of the Company Corporation prior to such time as any Person shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer iffor an amount of Common Stock of the Corporation which, upon consummation thereof, together with the shares of such Person would be an Acquiring stock already owned by such Person, constitutes 10% or more of the outstanding Common Stock of the Corporation (including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earliest earlier of such dates (i) and (ii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by certificates the Book-Entries, or certificates, for the shares of Common Stock of the Corporation registered in the names of the holders of the Common Stock of the Corporation (which certificates Book-Entries, or certificates, for Common Stock of the Corporation shall be deemed also to be certificates for Rights) and not by separate certificatesBook Entries, or Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock of the Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesRIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock of the Corporation so held, subject to adjustment as provided hereinand to the provisions of Section 14(a) hereof. 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, Date or as soon as practicable thereafter, the Company Corporation will send a notification copy of a Summary of Rights to Purchase Preferred Stock, in substantially the existence of the Rightsform attached hereto as Exhibit C, by postage first-class, postage-prepaid mail, to each record holder of the its Common Stock 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 Book-Entries or certificates for the Common Stock of the Corporation outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights Agent, dated as of December 10, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, 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. Delta Woodside Industries, 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.Record

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on (i) the 10th calendar tenth day after the Share date on which the Stock Acquisition DateTime occurs, or (ii) the Close of Business on the 10th tenth Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board of Directors of the Company prior to such time as any Person shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if(other than a Qualifying Offer or an offer approved pursuant to Section 1(a)(iv)) for an amount of Common Stock of the Company which, upon consummation thereof, together with the shares of such Person would be an Acquiring stock already owned by such Person, constitutes 15% or more of the outstanding Common Stock of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earliest earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by certificates for the certifi catex xxx shares of Common Stock of the Company registered in the names of the holders of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhib it B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided hereinand to the provisions of Section 14(a) hereof. 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, Date or as soon as practicable thereafter, the Company will send a notification copy of a Summary of Rights to Purchase Preferred Stock, in substantially the existence of the Rightsform attached hereto as Exhibit C, by postage first-class, postage-prepaid mail, to each record holder of the its Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the earlier of the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates issued by the Company for the Common Stock issued (whether upon transfer of outstanding Common Stock, original issuance or disposition from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, Date shall also be deemed also to be certificates for Rights, the Rights and shall bear 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 Shareholder Rights Agreement between Delta Woodside Industries, Inc. the Corporation and First Union National Bank, as Rights Agent, Chicago Trust Company of New York dated as of December 10February 5, 1999 1998, and 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 Delta Woodside Industries, Inc. the 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. Delta Woodside Industries, Inc. The Corporation 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 issued to beneficially owned by an Acquiring Persons Person, or any Affiliates Associate or Associates Affiliate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as of Exhibit A hereto (the "Right Certificates"), evidencing one Right for each share of Common 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 notification copy of the existence Summary of the Rights, in substantially the form attached hereto as Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. Carolina First Corporation and Carolina First Union National Bank, as Rights Agent, dated as of December 10November 9, 1999 1993, as such is amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, Inc. Carolina First 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. Delta Woodside Industries, Inc. Carolina First Corporation 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and Certificates issued after the Record date but prior to the date hereof shall bear the legend provided for in the Original Agreement Certificates issued after the date hereof shall, as promptly as possible following the date hereof, bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Shareholder Rights Agreement between Delta Woodside IndustriesOne Price Clothing Stores, Inc. and First Union National BankContinental Stock Transfer & Trust Company, as Rights Agent, dated as of December 10October 25, 1999 2000 , as amended and restated from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside IndustriesOne Price Clothing Stores, 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. Delta Woodside IndustriesOne Price Clothing Stores, 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar tenth day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th Business Day 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) of the first public announcement of the intention of any such Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be (other than an Acquiring Exempt Person, ) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earliest 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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 notification copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates surrender for the transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) thereby. Certificates issued for the Common Stock issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. IMS Health Incorporated and First Union National Bank, as Rights AgentChicago Trust Company of New York, dated as of December 10June __, 1999 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 Delta Woodside Industries, Inc. IMS Health 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. Delta Woodside Industries, Inc. IMS Health Incorporated will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 From the date hereof until the earlier of (i) the Close close of Business business on the 10th calendar day tenth Business Day after the Share Stock Acquisition Date, Date or (ii) the Close close of Business business on the 10th tenth Business Day (or such later date other Business Day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person shall become an Acquiring Personmay determine in its sole discretion) after the date of (x) the commencement, commencement by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights 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 Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will will, at the Company's expense send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached of Exhibit B hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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, subject to adjustment as provided hereinthe 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 close of Business business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as issued prior to the close of business on the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the Common Stock with on or without a copy until the Distribution Date (or the earlier redemption, expiration or termination 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 also shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on prior to the Record Date, even without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Dateredemption, expiration or termination of the Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in 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 Delta Woodside IndustriesT Cell Sciences, Inc. and First Union National BankState Street Bank and Trust Company, as Rights Agent, dated as of December November 10, 1999 1994 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside IndustriesT Cell Sciences, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside IndustriesT Cell Sciences, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. T Cell Sciences, 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 issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) ), and any subsequent holder of such Rights Rights, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 10th calendar tenth day after the Share Stock Acquisition Date, (ii) Date or the Close of Business on the 10th 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) of the first public announcement of the intention of any such Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be an Acquiring Person, becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earliest earlier of such 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 the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of the Common Stock in lieu of such a certificate (which certificates for Common Stock shall be deemed also to be certificates for Rightsan "Ownership Statement") and not by separate certificates, Right Certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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. (bi) On the Record Date, or as soon as practicable thereafter, the Company will send a notification copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. . (ii) With respect to shares of Common Stock represented by certificates for the Common Stock or Ownership Statements outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall the Rights associated with such shares of Common Stock will be deemed also to be evidenced by such certificates or Ownership Statements. Until the earlier of the Distribution Date and the Expiration Date (as defined below), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, or the transfer of any Common Stock represented by an Ownership Statement outstanding on the Record Date, in either case with or without a copy of the Summary of Rights, shall also, except as otherwise provided herein, constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) (i) Certificates or Ownership Statements issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date (as defined below), shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate [certificate] [statement] also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesXxxxxxx-Xxxxxx Corporation and ChaseMellon Shareholder Services, Inc. and First Union National BankL.L.C., as Rights Agent, dated as of December 10November 6, 1999 2000, 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 Delta Woodside Industries, Inc. Xxxxxxx-Xxxxxx 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] [statement]. Delta Woodside Industries, Inc. Xxxxxxx-Xxxxxx Corporation will mail to the holder of this certificate [certificate] [statement] a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may certain transferees thereof will become null and voidvoid and will no longer be transferable. With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates or Ownership Statements shall be evidenced by such certificates or Ownership Statements alone, and the surrender for transfer of any such certificate or the transfer of any shares of Common Stock represented by such certificates Ownership Statements, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingthereby.

Issue of Right Certificates. (a) One Right shall be associated with each share of Common Stock outstanding on the Record Date, each additional share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, and each additional share of Common Stock with which Rights are issued after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date as provided in Section 22 hereof; provided, however, that, if the number of outstanding Rights are combined into a smaller number of outstanding Rights pursuant to Section 11 hereof, the appropriate fractional Right determined pursuant to such Section shall thereafter be associated with each such share of Common Stock. (b) Until the earlier of (i) the Close close of Business business on the 10th calendar tenth day after the Share Stock Acquisition Date, Date or (ii) the Close close of Business business on the 10th Business Day 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or (y) of the first public announcement of the intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity or Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be becoming an Acquiring Person, Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earliest 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 the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors of the Company may defer the date set forth in clause Stock (ii) in the preceding sentence including a transfer to a specified later date or to an unspecified later date to be determined 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights Agent, dated as of December 10, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, 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. Delta Woodside Industries, 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.Distribution

Issue of Right Certificates. (a) Until the earlier of (i) --------------------------- the Close close of Business business on the 10th calendar day tenth Business Day after the Share Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day after the Record Date) or (ii) the Close close of Business business on the 10th tenth Business Day after the date of the commencement of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (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 shall become an Acquiring Person) after the date of (x) the commencement, may determine by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, including any such date which is after the date of this Agreement and resolution adopted prior to the issuance of the Rights Shares Acquisition Date) (the earliest of such dates date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Company and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the underlying associated shares of Common Stock. 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 by action of the Directors Stock 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock 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, one or more certificates, a Right Certificate in substantially the form attached hereto as Exhibit A described in Section 4 hereof (the a "Right CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of On 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 thereafter, Rights shall be issued in respect of all shares of Common Stock of the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, and certificates evidencing such shares shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights AgentAgreement, dated as of December 10November 12, 1999 (the "Rights Agreement"), between Avista Corporation and The Bank of New York, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Delta Woodside Industries, Inc. Avista 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. Delta Woodside Industries, Inc. Avista Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights issued to beneficially owned by an Acquiring Persons Person or any Affiliates an Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may Transferee shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. ." In the event that the Company purchases shall purchase or acquires acquire any shares of Common Stock of the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier close of business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (ii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send), by first-first class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the "a “Right Certificates"Certificate”), evidencing one Right for each share of Common 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send make available a notification copy of a Summary of Rights to Purchase Preferred Stock, in substantially the existence form attached hereto as Exhibit C (the “Summary of the Rights, by postage prepaid mail”), to each record any holder of Rights who may so request from time to time prior to the Common Stock as of 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 the shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such the certificates for such shares registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and the Expiration Date or, in certain circumstances provided in Section 22, 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 Final Expiration Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder the Rights Agreement between Delta Woodside IndustriesOsteotech, Inc. and First Union National BankRegistrar and Transfer Company, as Rights Agent, dated as of December 10January 22, 1999 2010, as the same may be supplemented or 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 Delta Woodside IndustriesOsteotech, 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. Delta Woodside Industries, Inc. Registrar and Transfer Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to to, acquired or beneficially owned by any Person who is or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may their transferees will become null and voidvoid and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock 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 earlier of (i) the Close close of Business business on the 10th tenth calendar day after the Share Acquisition Date (or, if the tenth calendar day after the Share Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the Close close of Business business on the 10th 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, commencement of, or (y) the first public announcement of the intention of intent to commence, by any Person (other than an Exempt the Company or a Related Person) to commence), a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be (other than a Related Person) becoming an Acquiring Person, Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights Rights; the earlier of the dates in subsections (the earliest of such dates i) and (ii) hereof being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders thereof (or, if the shares of Common Stock are uncertificated, by the registration of the associated shares of Common Stock on the stock transfer books of the Company) together with a copy of the Summary of Rights (which certificates for Common Stock shall be deemed also to be certificates for Rightsas defined below) and not by separate certificatesRight Certificates, and the records holder of Common Stock represented by such certificates (or such registrations on the stock transfer books of the Company) shall be the record holders of the Rights represented thereby, (y) the Rights will be transferable only in connection with the transfer of the underlying Common Stock and (z) the transfer of any shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send), by first-first class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "a Right Certificates")Certificate, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(n) hereof, subject to adjustment as provided hereinat the time of the distribution of the Right Certificates, the Company may make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and the Rights will be transferable only separately from the transfer of shares of Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm 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, Date or as soon as practicable thereafter, the Company will send a notification copy of a Summary of Rights to Purchase Preferred Stock, in substantially the existence form attached hereto as Exhibit C (the “Summary of the Rights”), by postage first class, postage-prepaid mailmail or other means used by the Company to deliver proxy statements to its stockholders, to each record holder of the Common 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 Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock issued or delivered by the Company (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Confirmation and account statements sent to holders of Common Stock that is uncertificated and registered in book-entry form or, in the case of certificated shares, certificates issued for Common Stock (including, without limitation, in each case, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially the following legendform: This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder the Rights Agreement between Delta Woodside Industries, Inc. Capital Senior Living Corporation and First Union National BankMellon Investor Services LLC, as Rights Agent, dated as of December 10February 25, 1999 2010, as the same may be supplemented or 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 Delta Woodside Industries, Inc. Capital Senior Living Corporation. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. Delta Woodside Industries, Inc. Capital Senior Living Corporation will mail to the holder of this certificate Certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued to Agreement, Rights acquired or beneficially owned by any Person who becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may their transferees will become null and voidvoid and will no longer be transferable. With respect to Common Stock that is uncertificated and registered in book-entry form and for which there has been sent a confirmation or account statement containing the foregoing (or a substantially similar) legend, until the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the Common Stock represented by such book-entry registrations shall be represented by such Common Stock alone, and transfer of any such Common Stock shall also constitute the transfer of Rights associated with such shares of Common Stock. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date or the earlier of Date, the Redemption Date or and the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificates, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingso purchased or acquired. Notwithstanding this Section 3, 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 From the date hereof until the earlier of (i) the Close of Business on the 10th tenth calendar day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th tenth Business Day (or such later date other calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person shall become an Acquiring Personmay determine in its sole discretion) after the date of (x) the commencement, a tender or exchange offer by any Person, other than an Exempt Person, ofis first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commencesuccessor rule, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, the Beneficial Owner of more than 15% of the Common Shares then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earliest 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 the Common Stock of the Company registered in the names of the holders of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 by action of the Directors Stock of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will will, at the Company's expense, send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock 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, one or more certificates, in substantially the form attached of Exhibit B hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o) hereof, the Company may 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Company issued prior to the Close of Business on the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary Company on or until the Distribution Date (or the earlier redemption, expiration or termination of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto), and the registered holders of the Common Stock of the Company also shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary Company outstanding prior to the date of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificate. (c) Certificates for the Common Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Dateredemption, expiration or termination of the Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in 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 Delta Woodside IndustriesShelbourne Properties I, Inc. and First Union National BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of December 10______ ___, 1999 2000, as amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside IndustriesShelbourne Properties I, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside IndustriesShelbourne Properties I, Inc. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. Shelbourne Properties I, 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 issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) ), and any subsequent holder of such Rights Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. (d) Notwithstanding anything in this Agreement to the contrary, in the event that prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights, any shares of Common Stock are retired and canceled in connection with the conversion of such shares to Excess Stock pursuant to Article IV(D) of the Company's Certificate of Incorporation, as amended, then the associated Rights shall be deemed to be similarly retired and canceled.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the 10th tenth calendar day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th tenth Business Day (or such later date other calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person shall become an Acquiring Personmay determine in its sole discretion) after the date of (x) the commencement, a tender or exchange offer by any Person, other than an Exempt Person, ofis first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commencesuccessor rule, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, the Beneficial Owner of more than 15% of the Common Shares then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earliest 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 the Common Stock of the Company registered in the names of the holders of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 by action of the Directors Stock of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will will, at the Company's expense, send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock 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, one or more certificates, in substantially the form attached of Exhibit B hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o) hereof, the Company may 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Company issued prior to the Close of Business on the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary Company on or until the Distribution Date (or the earlier redemption, expiration or termination of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto), and the registered holders of the Common Stock of the Company also shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary Company outstanding prior to the date of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificate. (c) Certificates for the Common Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Dateredemption, expiration or termination of the Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in 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 Delta Woodside IndustriesShelbourne Properties III, Inc. and First Union National BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of December 10______ ___, 1999 2000, as amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside IndustriesProperties III, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside IndustriesShelbourne Properties III, Inc. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. Shelbourne Properties III, 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 issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) ), and any subsequent holder of such Rights Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. (d) Notwithstanding anything in this Agreement to the contrary, in the event that prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights, any shares of Common Stock are retired and canceled in connection with the conversion of such shares to Excess Stock pursuant to Article IV(D) of the Company's Certificate of Incorporation, as amended, then the associated Rights shall be deemed to be similarly retired and canceled.

Issue of Right Certificates. (a) Until From and after the earlier of Effective Date until the Distribution Date, (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Company and not by separate certificatesRight Certificates, and (ii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 by action of the Directors Shares of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "a Right Certificates"), Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. As of From and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Effective Date, or thereafteras soon thereafter as practicable, the Company will send a notification copy of the existence a Summary of the Rights, by postage first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close of Business on the Record Effective Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for Common Shares outstanding on the Common Stock outstanding as of the Record Effective Date, the certificates evidencing such Common Shares shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the earlier of the Distribution Date or the earlier date of surrender thereof to the Redemption Date Company's transfer agent for registration of transfer or the Final Expiration Date, the Rights will be evidenced by such certificates for the exchange of 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 RightsShares. Until the Distribution Date (or, if earlier, the Redemption Date or earlier redemption, expiration or termination of the RightsFinal Expiration Date), the surrender for registration of transfer or exchange of any certificate for Common Shares outstanding as of the certificates for the Common Stock outstanding Close of Business on the Record Effective Date, even with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificatethereby. (c) The Company agrees that, at any time after the Effective Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-thousandths (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for the Common Stock Shares issued after the Record Date, Effective Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights Agent, dated as whether upon registration of December 10, 1999 (the "Rights Agreement"), the terms transfer or exchange of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, 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. Delta Woodside Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect Common Shares outstanding on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights 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 Distribution Effective Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.upon

Issue of Right Certificates. (a) Until the earlier of Distribution Date, (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereofof this Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock such certificates (which certificates for Common Stock shall will also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (ii) the Rights (and the right to receive Right Certificates) will be transferable only in connection with the transfer of the underlying shares of Common StockShares (including a transfer to the Company). The Board of Directors Company shall give the Rights Agent prior written notice of the Company may defer Distribution Date and 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 by action of the Directors of the Companycircumstances giving rise thereto. 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, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares (except as otherwise provided in Section 11(a)(iii) of this Agreement) as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "a Right Certificates"), Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment the adjustments 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, Date or as soon as practicable thereafter, the Company will send or cause to be sent a notification copy of the existence Summary of the RightsRights by first-class, by postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders of such certificates together with a copy of the Summary of Rights attached to such certificates. Until the Distribution Date (or the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Common Stock Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached theretoto such certificates, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatecertificates. (c) Certificates for the Rights shall be issued in respect of all Common Stock Shares which are issued after the Record Date, Date but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, . Certificates representing such Common Shares shall also be deemed also to be certificates for Rights, and shall bear a legend in substantially the following legendform: “This certificate also evidences and entitles the holder hereof of this certificate to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesPhosphate Holdings, Inc. and First Union National BankComputershare Trust Company, as Rights AgentN.A., dated as of December 105, 1999 2007 (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 Delta Woodside IndustriesPhosphate Holdings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside IndustriesPhosphate Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights issued which are owned by, transferred to or have been owned by Acquiring Persons or any their Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may under certain circumstances become null and void. .” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall will be evidenced by such certificates alone, and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatescertificate. (d) Any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring, Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: “The Rights represented by this Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.” (e) In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which Shares that are no longer outstanding.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the 10th tenth calendar day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person shall become an Acquiring Personmay determine in its sole discretion) after the date of (x) the commencement, a tender or exchange offer by any Person, other than an Exempt Person, ofis first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commencesuccessor rule, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock or Preferred Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights 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 Stock or Preferred Stock of the Company registered in the names of the holders of the Common Stock or Preferred Stock of the Company (which certificates for Common Stock or Preferred Stock of the Company shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 Stock or to an unspecified later date to be determined by action of the Directors Preferred Stock 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 countersign and the Company will send or cause to be sent, (and the Rights Agent will, if so requested by written notice, and provided with a shareholder list and all other relevant information which the Rights Agent may request, send, ) by first-class, ,insured, postage prepaid mail, to each record holder of the Common Stock and Preferred Stock 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, one or more certificates, in substantially the form attached hereto as of Exhibit A hereto (the "Right Certificates"), evidencing one Right for each share of Common Stock or Preferred Stock of the Company 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. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right 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 and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Right Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, or thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as or Preferred Stock of the Company issued prior to the Close of Business on the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the Common Stock with or without a copy Preferred Stock of the Summary Company on or until the Distribution Date (or the earlier redemption, expiration or termination of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto), and the registered holders of the Common Stock and Preferred Stock of the Company also shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy or Preferred Stock of the Summary Company outstanding prior to the date of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock or Preferred Stock of the Company represented by such certificate. (c) Certificates for the Common Stock or Preferred Stock of the Company issued after the Record Date, but prior to the earlier earliest of the Distribution Date, the Redemption Date, Exchange Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in 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 Delta Woodside IndustriesBellaVista Capital, Inc. and First Union National BankMellon Investor Services LLC (or any successor thereto), as Rights Agent, dated as of December 10July 19, 1999 2004 as amended, restated, renewed, supplemented or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside IndustriesBellaVista Capital, Inc. and the designated office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside IndustriesBellaVista Capital, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. BellaVista Capital, 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 issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) ), and any subsequent holder of such Rights Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable without unreasonable effort or expense. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock or Preferred Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the earliest of the Distribution Date, Redemption Date, Exchange Date or Final Expiration Date, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock or Preferred Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock or Preferred Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock or Preferred Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock or Preferred Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock or Preferred Stock of the Company 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 becoming the earlier Beneficial Owner of (i) the Close shares of Business on the 10th calendar day after the Share Acquisition Date, (ii) the Close of Business on the 10th Business Day (Common Stock aggregating 20% or such later date as may be determined by action more of the Board of Directors of the Company prior to such time as any Person shall become an Acquiring Person) after the date of Common Stock then outstanding (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (Rights; the earliest 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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 notification copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, 13 10 postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates surrender for the transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Certificates issued for the Common Stock issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesBownx & Xo, Inc. and First Union National Bank, as Rights AgentThe Bank of New York, dated as of December 10January 30, 1999 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 Delta Woodside IndustriesBownx & Xo., Inc. Under 14 11 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. Delta Woodside IndustriesBownx & Xo., Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 From and after November 20, 1996 until the earlier of Distribution Date, (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Company and not by separate certificatesRight Certificates, and (ii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 by action of the Directors Shares of the Company. As soon as practicable after the (b) On November 27, 1996, or as soon thereafter as practicable, the Company has notified the Rights Agent will send a copy of the occurrence a Summary of the Distribution Date, the Rights Agent will sendRights, by first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close of Business on the Distribution DateNovember 20, 1996, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as Shares of the Record DateCompany outstanding on November 20, 1996, the certificates evidencing such Common Shares shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the earlier of the Distribution Date or the earlier date of surrender thereof to the Company's transfer agent for registration of transfer or exchange of Common Shares of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 RightsCompany. Until the Distribution Date (or, if earlier, the Redemption Date or earlier redemption, expiration or termination of the RightsFinal Expiration Date), the surrender for registration of transfer or exchange of any certificate for Common Shares of the certificates for Company outstanding as of the Common Stock outstanding Close of Business on the Record DateNovember 20, even 1996 with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificatethereby. (c) The Company agrees that, at any time after November 20, 1996 and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be (d) Certificates for Common Shares of the Common Stock Company issued after the Record DateNovember 20, 1996 but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, whether upon registration of transfer or exchange of Common Shares of the Company outstanding on November 20, 1996 or upon original issue or out of treasury thereafter, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesMarine Drilling Companies, Inc. and First Union National Bank, as Rights AgentAmerican Stock Transfer & Trust Company, dated as of December 10November 15, 1999 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 Delta Woodside IndustriesMarine Drilling Companies, 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. Delta Woodside IndustriesMarine Drilling Companies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights issued to or acquired by any Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (each as defined in the Rights Agreement) and any subsequent holder of such Rights may shall, under certain circumstances, become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the outstanding Rights associated with the Common Stock Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the transfer surrender of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Stock Shares represented by such certificates. In the event that thereby. (e) If the Company purchases or acquires any shares of its Common Stock Shares after the Record Date November 20, 1996, but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.be

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the 10th calendar tenth day after the Share Shares Acquisition Date, Date or (ii) the Close of Business on the 10th Business Day (or such later date date, if any, as may be determined designated by action of the Board of Directors of following the Company prior to such time as any Person shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, commencement of, or (y) the first public announcement disclosure of the intention of any Person (other than an Exempt Person) intent to commence, a tender or exchange offer ifby any Person (other than the Company, any Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any Subsidiary of the Company, any Person holding Common Shares for or pursuant to the terms of any such plan, or prior to the Spinoff Date, any Lucent Entity) for outstanding Common Shares, if upon consummation thereof, of such tender or exchange offer such Person would be an Acquiring Person, including any such date which is after the date Beneficial Owner of this Agreement and prior to the issuance 10% or more of the Rights outstanding Common Shares (the earliest earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders of the Common Stock (which together with, in the case of Book-Entries representing, or the certificates for for, Common Stock shall be deemed also to be certificates for outstanding as of the Record Date, the Summary of Rights) and not by separate certificatesBook-Entries or Rights Certificates and the record holders of the Common Stock represented by such Book-Entries or certificates shall be the record holders of the Rights represented thereby, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockShares. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until Until the Distribution Date (or, if earlier, the Expiration Date), transfer on the Company's stock ownership records of any Common Stock represented by a Book-Entry or the earlier surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Redemption Date Right or Rights associated with the Final Expiration DateCompany Stock evidenced thereby, the Rights will be evidenced 13 9 whether or not accompanied by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all Common Stock Shares issued or disposed of (including, without limitation, upon disposition of Common Shares out of treasury stock or issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date, 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 Distribution Date. Certificates for Common Shares and confirmations evidencing Book-Entries which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Avaya Inc. and First Union National Bank, as Rights AgentThe Bank of New York, dated as of December 10September 29, 1999 2000, 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 Delta Woodside Industries, Avaya 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. Delta Woodside Industries, Avaya Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as 15 11 otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right 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. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the 10th calendar day tenth Business Day after the Share Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day after the Record Date) or (ii) the Close close of Business business on the 10th tenth Business Day after the date of the commencement of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (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 shall become an Acquiring Person) after the date of (x) the commencement, may determine by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, including any such date which is after the date of this Agreement and resolution adopted prior to the issuance of the Rights Shares Acquisition Date) (the earliest of such dates date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Company and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the underlying associated shares of Common Stock. 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 by action of the Directors Stock 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock 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, one or more certificates, a Right Certificate in substantially the form attached hereto as Exhibit A described in Section 4 hereof (the a "Right CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of On 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 thereafter, Rights shall be issued in respect of all shares of Common Stock of the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, and certificates evidencing such shares shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights AgentAgreement, dated as of December 10____________, 1999 ____ (the "Rights Agreement"), between Avista Corporation and The Bank of New York, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Delta Woodside Industries, Inc. Avista 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. Delta Woodside Industries, Inc. Avista Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights issued to beneficially owned by an Acquiring Persons Person or any Affiliates an Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may Transferee shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. ." In the event that the Company purchases shall purchase or acquires acquire any shares of Common Stock of the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar tenth day after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th Business Day 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) of the first public announcement of the intention of any such Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be (other than an Acquiring Exempt Person, ) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earliest 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the a "Right CertificatesCertificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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 notification copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates surrender for the transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) thereby. Certificates issued for the Common Stock issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. IMS Health Incorporated and First Union National Bank, as Rights AgentChicago Trust Company of New York, dated as of December 10June 15, 1999 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 Delta Woodside Industries, Inc. IMS Health 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. Delta Woodside Industries, Inc. IMS Health Incorporated will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 Close close of Business business on the 10th calendar day tenth Business Day after the Share Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day after the Record Date) or (ii) the Close close of Business business on the 10th tenth Business Day after the date of the commencement of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (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 shall become an Acquiring Person) after the date of (x) the commencement, may determine by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, including any such date which is after the date of this Agreement and resolution adopted prior to the issuance of the Rights Shares Acquisition Date) (the earliest of such dates date being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Company and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the underlying associated shares of Common Stock. 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 by action of the Directors Stock 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock 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, one or more certificates, a Right Certificate in substantially the form attached hereto as Exhibit A described in Section 4 hereof (the a "Right CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of On and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On or prior to the Record Date, Date or as soon as practicable thereafter, the Company will send a notification copy of the existence a Summary of the Rights, substantially in the form of Exhibit C hereto, by postage prepaid first-class mail, to each record holder of the shares of Common Stock of the Company as of the Close close of Business business on the Record Date or, if such mailing is made prior to the Record Date, to each holder of record as of the date of such mailing, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the shares of Common Stock issued of the Company authenticated after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. Texas Utilities Company and First Union National Bank, as Rights Agent, The Bank of New York dated as of December 10February 19, 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 Delta Woodside Industries, Inc. Texas Utilities 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. Delta Woodside Industries, Inc. Texas Utilities Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights issued to beneficially owned by an Acquiring Persons Person or any Affiliates an Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may Transferee shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. ." In the event that the Company purchases shall purchase or acquires acquire any shares of Common Stock of the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier close of business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (ii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send), by first-first class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the "a “Right Certificates"Certificate”), evidencing one Right for each share of Common 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send make available a notification copy of a Summary of Rights to Purchase Preferred Stock, in substantially the existence form attached hereto as Exhibit C (the “Summary of the Rights, by postage prepaid mail”), to each record any holder of Rights who may so request from time to time prior to the Common Stock as of 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 the shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such the certificates for such shares registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and the Expiration Date or, in certain circumstances provided in Section 22, 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 Final Expiration Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder the Rights Agreement between Delta Woodside IndustriesWPCS International Incorporated. and Interwest Transfer Co., Inc. and First Union National BankInc., as Rights Agent, dated as of December 10February 24, 1999 2010, as the same may be supplemented or 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 Delta Woodside Industries, Inc. WPCS International 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. Delta Woodside IndustriesInterwest Transfer Co., Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to to, acquired or beneficially owned by any Person who is or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates thereof Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may their transferees will become null and voidvoid and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock 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 earlier of (iprovided herein) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 notification copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for the transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the thereby. Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier of the Distribution Date, Date and the Redemption Date or the Final 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 Record Date but prior to the earlier of the 12 10 Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesThe Dun & Bradstreet Corporation (formerly known as The New D&B Corporation) and EquiServe Trust Company, Inc. and First Union National Bank, as Rights AgentN.A., dated as of December 10August 15, 1999 2000 (as the same may be amended, supplemented or otherwise modified from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Delta Woodside Industries, Inc. The Dun & Bradstreet 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. Delta Woodside Industries, Inc. The Dun & Bradstreet Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Persons or any Affiliates or Associates thereof Person (as defined in the Rights Agreement) and any subsequent holder of such Rights may 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 Rights Agreement or the rights of any holder of the Rights. 13 11

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the 10th calendar tenth day (or such later date as may be determined by the Board) after the Share Shares Acquisition Date, Date or (ii) the Close close of Business business on the 10th 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 shall become an Acquiring PersonBoard) after the date of (x) the commencement, by any Person, other than an Exempt Person, commencement of, or (y) of the first public announcement of the intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, upon the consummation thereof, such of which would result in beneficial ownership by a Person would be an Acquiring Person, including any such date which is after the date of this Agreement and prior to the issuance Common Shares representing 15% or more of the total Voting Rights of all the outstanding Common Shares (the earliest of such dates being herein referred to as the "Distribution Date"), (x) the GGD Stock Rights, GTR Stock Rights, GMO Stock Rights and GSP Stock Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the Common GGD Stock, GTR Stock, GMO Stock and GSP Stock, respectively, registered in the names of the holders of the Common Stock thereof (which certificates for Common GGD Stock, GTR Stock, GMO Stock and GSP Stock shall also be deemed also to be certificates for GGD Stock Rights, GTR Stock Rights, GMO Stock Rights and GSP Stock Rights, respectively) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 by action of the Directors of the CompanyShares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent Company will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of prepare and after the Close of Business on the Distribution Dateexecute, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or thereafter, the Company will send a notification of the existence of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights Agent, dated as of December 10, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, 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. Delta Woodside Industries, 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar earlier to occur of (i) the tenth (10th) day (or, if such Stock Acquisition Date results from the commencement of a Permitted Offer, such later date as may be determined by action of a majority of the Board before the Distribution Date occurs, as set forth below), after the Share Stock Acquisition Date, Date or (ii) the Close of Business on the 10th tenth (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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, Person (other than an Exempt Person, ) of, or (y) of the first public announcement of the intention of any such Person (other than an Exempt Person) to commence, a tender offer or exchange offer if, upon the consummation thereof, such of which would result in any Person would be (other than an Acquiring Exempt Person, including any such date which is after ) becoming the date Beneficial Owner of this Agreement and prior to the issuance shares of Common Stock aggregating 20% or more of the Rights Common Stock then outstanding, other than a tender offer or exchange offer that is determined by action of a majority of the Board before the Distribution Date occurs to be a Permitted Offer (the earliest earlier of such 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificatesRight Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the "a “Right Certificates"Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common 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 notification copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the existence form of Exhibit C hereto (the “Summary of Rights”), by postage first-class, postage-prepaid mail, to each record holder of the Common 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 the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for the transfer of any certificate for Common Stock outstanding on the Record Date, 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date, Date but prior to the earlier of the Distribution Date, Date and the Redemption Date or the Final 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 Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall be deemed also have impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN KONA GRILL, Inc. and First Union National BankINC. (THE “COMPANY”) AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights AgentAS RIGHTS AGENT, dated as of December 10DATED AS OF MAY 27, 1999 2008, AND AS AMENDED FROM TIME TO TIME (the "Rights Agreement"THE “RIGHTS AGREEMENT”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside IndustriesTHE 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, Inc. Under certain circumstancesAS SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside IndustriesAS SET FORTH IN THE RIGHTS AGREEMENT, 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 issued to Acquiring Persons or any Affiliates or Associates thereof 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) and any subsequent holder of such Rights 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common 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 Distribution Date (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for representing shares of the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate certificates, Right Certificates and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificatesa right certificate, in substantially the form attached hereto as of Exhibit A hereto (the a --------- "Right CertificatesCertificate"), evidencing one Right for each that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11(i) or 11(n) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so held, subject to adjustment as provided hereinthat 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. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) On As soon as practicable after the Record Date, or thereafter, date hereof the Company will send cause a notification copy of the existence a Summary of the Common Stock Purchase Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), to be sent by first- --------- class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Subject to Subsection (d) below, Rights shall be issued in respect of all shares of Common Stock issued after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Redemption Expiration Date or (iii) the Final Expiration Date, redemption of the Rights. Certificates representing such shares of Common Stock shall be deemed also to be certificates for the associated Rights, and shall bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Common Stock Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights AgentAgreement, dated as of December 10July 23, 1999 1998, (the "Rights Agreement") between the issuer and The Bank of New York, as Rights Agent (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, Inc. the Corporation and the principal stock transfer office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside Industries, Inc. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Affiliate thereof (as each such term is defined in the Rights Agreement) and any subsequent holder ), whether currently held by or on behalf of such Rights Person or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. certificate. (d) In the event that addition, the Company purchases agrees to issue one Right (as such number may be adjusted in accordance with Sections 11(i) or acquires 11(n) hereof) in conjunction with the issuance of any shares of Common Stock reserved for issuance on the Distribution Date (other than shares reserved for issuance upon exercise of the Rights) and issued (i) on or after the Record Distribution Date but and (ii) prior to the Distribution Date, any Rights associated with such earliest of (A) the occurrence of a Common Stock shall Event, (B) the Expiration Date or (C) the redemption of the Rights (such Rights to be deemed cancelled and retired so that issued to the Company shall not be entitled Person to exercise any Rights associated with the whom such shares of Common Stock which are no longer outstandingissued).

Issue of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to by the provisions of Section 3(b) hereof) by certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors As soon as practicable after the Record Date, the Company will send a summary of the Company may defer the date set forth in clause (ii) Rights substantially in the preceding sentence form of Exhibit C hereto, by first-class, postage prepaid mail, to a specified later date or to an unspecified later date to be determined by action each record holder of the Directors Common Stock as of the close of business on the Record Date at the address of such holder shown on the records of the Company. . (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), subject the Company shall, at the time of distribution of the Right Certificates to adjustment record holders of Common Stock as provided hereinof the close of business on the Distribution Date, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. As of From and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) On the Record Date, or thereafter, the Company will send a notification Rights shall be issued in respect of the existence all shares of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Redemption Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Final Distribution Date and prior to the Expiration Date, the Rights will be evidenced by such certificates for the Company (i) shall, with respect to shares of Common Stock with so issued or without a copy sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Summary Company, issue Right Certificates representing the appropriate number of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached theretoconnection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the registered holders extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificateissuance thereof. (cd) Certificates for the Common Stock issued after the Record Date, Date but prior to the earlier of the Distribution DateDate and the Expiration Date shall have impressed on, the Redemption Date printed on, written on or the Final Expiration Date, shall be deemed also otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. Scientific Games Holdings Corp. and First Union National Bank, as Rights Agent, Bank dated as of December July 10, 1999 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 Delta Woodside Industries, 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 certificateCompany. Delta Woodside Industries, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become be null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the 10th calendar tenth day after the Share Stock Acquisition Date, (ii) the Close close of Business business on the 10th 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring PersonPerson or (iii) the determination by the Board of Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights 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 certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached of Exhibit B hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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, subject to adjustment as provided hereinthe 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 close of Business business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On Not later than ten days after the Record Date, or thereafter, the Company will send a notification copy of the existence a Summary of the Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. Perini Corporation and The First Union National BankBank of Boston, as Rights Agent, dated as of December 10September 23, 1999 1988, as amended as of May , 1990 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, Inc. Perini 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. Delta Woodside IndustriesPerini Corporation may redeem the Rights at a redemption price of $0.02 per Right, Inc. subject to adjustment, under the terms of the Rights Agreement. Perini Corporation 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 issued to or held by Acquiring Persons, Adverse 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 earlier of the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions next to the last sentence of this Section 3(b) hereof3(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Common 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 thereafter, the Company will send a notification copy of the existence Summary of Rights substantially in the Rightsform of Exhibit C hereto, by first-class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until prior to the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof 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 Prior to the Distribution Date (or earlier redemptionor, expiration or termination of if earlier, the RightsExpiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date and has provided the Rights Agent with a list of the holders of the Company's Common Stock, the Rights Agent will send, by first-class, insured mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company, one or more Right Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such certificateRight Certificates. (c) Certificates for the Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date, Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Redemption Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Final Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Freeport-McMoRan Copper & Gold Inc. and First Union National BankChaseMellon Shareholder Services, as Rights Agent, L.L.C. dated as of December 10May 3, 1999 2000 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 Delta Woodside Industries, 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 certificateCompany. Delta Woodside Industries, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to or held by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become be null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar day after the Share Acquisition Distribution Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 by action of the Directors of the CompanyShares. 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, send, ) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "a Right Certificates"), Certificate evidencing one Right for each share of Common Stock Share 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 As promptly as practicable following the Record Date, or thereafter, the Company will send sent a notification copy of the existence Summary of the RightsRights by first-class, by postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together 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 Distribution Date (or earlier redemptionif earlier, expiration or termination of the RightsExpiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date, even with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificateShares evidenced thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the Common Stock issued last sentence of this paragraph (c)) after the Record Date, Effective Date but prior to the earlier of the Distribution DateDate and the Expiration Date shall have impressed on, the Redemption Date printed on, written on or the Final Expiration Date, shall be deemed also otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder an Amended and Restated Rights Agreement between Delta Woodside IndustriesHologic, Inc. and First Union National BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of December 10April 2, 1999 2008 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 Delta Woodside IndustriesHologic, 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. Delta Woodside IndustriesHologic, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to that are or were acquired or beneficially owned 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company issues or has issued uncertificated Common Shares, the information contained in the legend set forth above shall be included in such notices (if any) required by applicable law. With respect to such uncertificated Common Shares, until the Distribution Date, the Rights associated with such Common Shares shall be evidenced by such certificatesuncertificated Common Shares alone, and the transfer of such uncertificated Common 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 shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend (or similar information for uncertificated Common Shares) 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 Close of Business on the 10th calendar tenth day after the Share Shares Acquisition Date, Date or (ii) the Close of Business on the 10th Business Day 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 shall become becomes an Acquiring Person) after the date of (x) the commencement, commencement by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 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 Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records any Subsidiary of the Company, one any employee benefit plan of the Company or more certificates, in substantially of any Subsidiary of the form attached hereto as Exhibit A (the "Right Certificates"), evidencing one Right for each share of Company or any entity holding Common 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.Shares for (b) On the Record Date, or as soon as practicable thereafter, the Company will send a notification copy of a Summary of Rights to Purchase Preferred Shares, in substantially the existence form of Exhibit C hereto (the "Summary of Rights"), by postage first-class, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the 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 Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date, even with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the Common Stock issued last sentence of this paragraph (c)) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside Industries, Inc. and First Union National Bank, as Rights Agent, dated as of December 10, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Delta Woodside Industries, 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. Delta Woodside Industries, 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 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 Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.:

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the 10th calendar tenth day after the Share Shares Acquisition Date, Date (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, including any such date Shares Acquisition Date which is after the date of this Agreement Plan and prior to the issuance of the Rights Rights) (the earliest of such dates being herein referred to as the "“Distribution Date"”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the names of the holders thereof and by the certificates for the Series A Preferred Stock and the Series B Preferred Stock of the Common Stock Company registered in the names of the holders thereof (which such certificates for the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificatesRight Certificates, and (ii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 , Series A Preferred Stock or to an unspecified later date to be determined by action of the Directors of the CompanySeries B Preferred Stock. 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, send, ) by first-class, insured, postage postage-prepaid mail, (x) to each record holder of the Common Stock 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, one or more certificatesa Right Certificate, in substantially the form attached of Exhibit B hereto as Exhibit A (the "a “Right Certificates"Certificate”), evidencing one Right for each share Common Share so held (other than with respect to Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof), (y) to each record holder of Common Series A Preferred Stock so held, subject to adjustment of the Company as provided herein. As of and after 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 the number of Rights held with respect to each share of Series A Preferred Stock (other than with respect to Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) and (z) to each record holder of Series B Preferred Stock 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 evidencing the number of Rights held with respect to each share of Series B Preferred Stock (other than with respect to Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof). Upon conversion or exchange of any share of Series A Preferred Stock or Series B Preferred Stock into shares of Common Stock, the Rights associated with such share of Series A Preferred Stock or Series B Preferred Stock will automatically be extinguished, and a Right will be issued in respect of each such share of Common Stock. 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 will, at its option, either send a notification (by first-class, postage-prepaid mail at the address shown on the records of the existence Company) or make otherwise available to each record holder of the Rights, by postage prepaid mailCommon Stock, to each record holder of the Common Series A Preferred Stock, and to each record holder of Series B Preferred Stock as of the Close of Business on the Record Date, at a copy of a Summary of Rights to Purchase Series C Preferred Stock, in substantially the address form of such holder shown on Exhibit C hereto (the records “Summary of the CompanyRights”). With respect to certificates for Common Stock of the Common Company outstanding as of the Record Date, certificates for Series A Preferred Stock outstanding as of the Record Date, and certificates for Series B Preferred Stock outstanding as of the Record Date, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together 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 Distribution Date (or earlier redemption, expiration or termination the earliest of the RightsRedemption Date, the Early Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock, Series A Preferred Stock or Series B Preferred Stock of the certificates for the Common Stock Company outstanding on the Record Date, even with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock, Series A Preferred Stock or Series B Preferred Stock of the Company represented by such certificatethereby. (c) Certificates for the such Common Stock, Series A Preferred Stock issued or Series B Preferred Stock which become outstanding after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear 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 Shareholder Rights Agreement the Plan between Delta Woodside Industries, Inc. West Coast Bancorp and First Union National Xxxxx Fargo Bank, as Rights AgentNational Association, dated as of December 10October 23, 1999 2009, as it may be amended from time to time (the "Rights Agreement"“Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Delta Woodside Industries, Inc. West Coast Bancorp. Under certain circumstances, as set forth in the Rights AgreementPlan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Delta Woodside Industries, Inc. West Coast Bancorp will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Plan without charge promptly after receipt of a written request therefor. Under certain circumstancesAs set forth in the Plan, Rights issued to Acquiring Persons or beneficially owned by any Affiliates or Associates thereof Person (as defined in the Rights AgreementPlan) and who becomes an Acquiring Person or an Affiliate or an Associate of any subsequent holder of such Rights may Acquiring Person (each as defined in the Plan) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock, Series A Preferred Stock or Series B Preferred Stock of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate (prior to the earliest of such certificates the Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date) shall also constitute the transfer of the Rights associated with the Common Stock, Series A Preferred Stock or Series B Preferred Stock of the Company represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares Common Stock, Series A Preferred Stock or Series B Preferred Stock of Common Stock the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock, Series A Preferred Stock or Series B Preferred stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares Common Stock, Series A Preferred Stock or Series B Preferred Stock of Common Stock the Company which are no longer outstanding.

Issue of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the 10th calendar day after the Share Acquisition Date, (ii) the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer 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 (the earliest of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions penultimate sentence of this Section 3(b) hereof3(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors As soon as practicable after the Record Date, the Company will send a copy of the Company may defer the date set forth in clause (ii) Summary of Rights substantially in the preceding sentence form of Exhibit C hereto, by first-class mail, postage prepaid, to a specified later date or to an unspecified later date to be determined by action each record holder of the Directors Common Stock as of the close of business on the Record Date at the address of such holder shown on the records of the Company. Prior to the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and has provided the Rights Agent with a list of the holders of the Company's Common Stock, the Rights Agent will send, by first-class, insuredclass insured mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company, one or more certificates, in substantially the form attached hereto as Exhibit A (the "Right Certificates"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 the Company shall, subject to adjustment as provided hereinat the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) On the Record Date, or thereafter, the Company will send a notification Rights shall be issued in respect of the existence all shares of the Rights, by postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier issued (on original issuance or out of the Redemption Date or the Final Expiration Date, the Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights"treasury) attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date, Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Redemption Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Final Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration DateDate shall have impressed on, shall be deemed also printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Delta Woodside IndustriesBNCCORP, Inc. and First Union National Bank, as Rights Agent, American Stock Transfer & Trust Company dated as of December 10May 30, 1999 2001 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 Delta Woodside Industries, 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 certificateCompany. Delta Woodside Industries, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become be null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.