Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock. 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 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 class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (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, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) 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 but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 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 Iteris, 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. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on earlier of (i) the tenth day after the Shares Stock Acquisition Date or (ii) the “tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common 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), the earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 Following the Record Date or as soon as practicable thereafterDate, the Company will make available sent a copy of a Summary of Rights to Purchase Shares of Preferred StockStock (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date at the address of such holder shown on the records of the Company. 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 attached hereto as of Exhibit C hereto (the “"Revised Summary of Rights”"), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof 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 surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights (which Summary of Rights shall be deemed amended and restated from and after the date hereof by the Revised Summary of Rights), shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) 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 but prior to the 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 Record Date date hereof but prior to the earliest of the Distribution Date, the Redemption Date and or the Expiration Final Expira- tion Date shall have impressed on, printed on, written on or otherwise affixed to them them, the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the an Amended and Restated Rights Agreement between Iteris, Inc. and Computershare Warner-Lambert Company xxx Xxxxx Xhicago Trust Company, N.A., as Rights AgentCompany of New York, dated as of August 20March 25, 2009, 1997 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 Iteris, 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. Computershare Trust Company, N.A. will mail to Warner-Lambert Company xxxx xxxx xo the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their 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, 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 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 that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (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 tenth 10th calendar day after the Shares Share 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 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”"), (i) 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 of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (ii) the right to receive Right Certificates 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 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, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”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. 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 make available send a copy notification of a Summary the existence of Rights to Purchase Preferred Stockthe Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)by postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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 shares of 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 the such 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 therebyby such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the 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 earliest earlier of the Distribution Date, the Redemption Date and or the Final 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date shall be deemed also to be certificates for Rights, and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between IterisRyan's Restaurant Group, Inc. and Computershare American Stock Transfer & Trust Company, N.A., as Rights Agent, dated as of August 20February 18, 20092005, as the same may be supplemented or 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 executive offices of IterisRyan'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. Computershare Trust CompanyRyan's Restaurant Group, N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an to Acquiring Person Persons or any Affiliate Affiliates or Associate of an Acquiring Person Associates thereof (as such terms are defined in the Rights Agreement) and their transferees will any subsequent holder of such Rights may become null and void and will no longer be transferable.” 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 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business (i) the close of business on the tenth day (or such later date as may be determined by the Board) after the Shares Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity 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 the consummation of which would result in beneficial ownership by a Person of Common Shares representing 15% or more of the total Voting Rights of all the outstanding Common Shares (the “Distribution Date”earliest of such dates being herein referred to as the "DISTRIBUTION DATE"), (ix) the GGD Stock Rights, GZBX Stock Rights and GMO Stock Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common GGD Stock, GZBX Stock and GMO Stock, respectively, registered in the names of the holders thereof (which certificates for GGD Stock, GZBX Stock and GMO Stock shall also be deemed also to be Right Certificatescertificates for GGD Stock Rights, GZBX Stock Rights and GMO Stock Rights, respectively) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common StockShares. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common GGD Stock, GZBX Stock and GMO Stock as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit EXHIBIT B hereto (a “Right Certificate”"GGD STOCK RIGHT CERTIFICATE," "GZBX STOCK RIGHT CERTIFICATE" or "GMO STOCK RIGHT CERTIFICATE," as the case may be), evidencing one GGD Stock Right for each share of Common GGD Stock so held, 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 Section 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 Distribution Date, the Rights will be evidenced solely by such Right Certificates. 1. The Company shall promptly notify Until the Rights Agent in writing upon the occurrence earliest 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 as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to 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 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, Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) 2. With respect to certificates for Common Shares of the Company outstanding immediately prior to the Restatement Date, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights will be evidenced by certificates for Common Shares as legended pursuant to the terms of the Renewed Agreement, and the registered holders of the Common Shares of the Company shall also be issued in respect the registered holders of all shares of the associated Rights. 3. Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out the following paragraph (b) of treasury stock this Section 3) on or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Restatement Date but prior to the earliest of the Distribution Date, the Redemption Date and or 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between Iteris, Inc. and Computershare Genzyme Corporation & American Stock Transfer & Trust Company, N.A.Company (the "Rights Agreement"), as such Rights Agent, dated as of August 20, 2009, as the same Agreement may be supplemented or amended from time to time (the “Rights Agreement”)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 Iteris, 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. Computershare Trust Company, N.A. Genzyme Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person Persons (as such terms are defined in the Rights Agreement) and their transferees will any subsequent holder of such Rights may become null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until (b) Until the Distribution 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 shares of 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 that Shares which are no longer outstanding. . (c) Notwithstanding this 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 the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth 10th calendar day after the Shares Share 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 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”"), (i) 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 of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (ii) the right to receive Right Certificates 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 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, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”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. 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 make available send a copy notification of a Summary the existence of Rights to Purchase Preferred Stockthe Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)by postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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 shares of 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 the such 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 therebyby such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the 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 earliest earlier of the Distribution Date, the Redemption Date and or the Final 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date shall be deemed also to be certificates for Rights, and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between IterisDelta Woodside Industries, Inc. and Computershare Trust Company, N.A.First Union National Bank, as Rights Agent, dated as of August 20December 10, 2009, as the same may be supplemented or amended from time to time 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of IterisDelta 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. Computershare Trust CompanyDelta Woodside Industries, N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an to Acquiring Person Persons or any Affiliate Affiliates or Associate of an Acquiring Person Associates thereof (as such terms are defined in the Rights Agreement) and their transferees will any subsequent holder of such Rights may become null and void and will no longer be transferable.” 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 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business on (i) the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and or (ii) the right to receive Right Certificates will tenth Business Day (or such later date as may be transferable only in connection with the transfer determined by action of the Common Stock. As Board of Directors of the Company prior to such time as any Person 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 the commencement by any Person other than an Exempt Person of, or of the first public announcement of the intention of any Person other than an Exempt Person to commence, a tender or exchange offer the consummation of which (b) On the Record Date, or as soon as practicable after the Distribution Datethereafter, the Company will prepare and executesend a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the Rights Agent will countersign, and form of Exhibit C hereto (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"Summary of Rights"), by first first-class, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Record Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares certificates for Common Shares of Common Stock the Company outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced represented by the such certificates for such shares registered in the names of the holders thereofthereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier earliest of the Redemption Date, the Exchange Date, the Final Expiration Date or the Expiration Merger Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Rights shall be issued in respect Certificates for Common Shares of all shares of Common Stock issued or disposed of the Company which become outstanding (including, without limitation, upon disposition reacquired Common Shares of Common Stock out the Company referred to in the last sentence of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Exchange Date, the Final Expiration Date and or the Expiration Merger Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following 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): “legend: This certificate also evidences represents and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between IterisAvalon Properties, Inc. and Computershare Trust Company, N.A.First Union National Bank, as Rights Agentrights agent, dated as of August 20March 9, 2009, as the same may be supplemented or amended from time to time 1998 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of IterisAvalon 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. Computershare Trust CompanyAvalon Properties, N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by to any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing legend, until the Distribution 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 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 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 to the Distribution Date, any Rights associated with conversion of such shares to Excess Stock pursuant to Article IX of Common Stock the Company's Charter, then the associated Rights 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 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 Rightscanceled.

Issue of Right Certificates. (a) Until the Close earlier of Business on the tenth day after (i) the Shares Acquisition Date or (ii) the “tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or 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; the earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of Common Shares. The Company shall give the Common StockRights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, 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 requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), Certificate evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of certificates for 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 the such certificates for such shares registered in the names of the holders thereofthereof together with a copy of the Summary of Rights attached thereto. 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 Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented Shares 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) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date (or as soon as is reasonably practicable), but prior to the earliest of the Distribution Date, the Redemption Date and or the Final 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed onimpressed, printed onprinted, stamped, written on or otherwise affixed to onto them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights (the "Rights") as set forth in the Rights Agreement between Iteris, Inc. GameStop Corp. and Computershare Trust Company, N.A., as Rights AgentThe Bank of New York, dated as of August 20October 28, 2009, as the same may be supplemented or amended from time to time 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 Iteris, 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. Computershare Trust Company, N.A. GameStop Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in Section 11(a)(ii) of the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will certain other Persons shall become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing legend, until the Distribution 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 shares of 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 that Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date (or, if the “tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is 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 Person (other than an Exempt Person) of fifteen percent (15%) or more of the outstanding Common Stock (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the "Distribution Date”"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) 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 Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if 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 classfirst-class mail, postage-prepaid mailprepaid, 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 (other than an Acquiring Person or any Affiliate or Associate unless otherwise provided with respect thereto as aforesaid), to the record holder of an Acquiring Person)such Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of attached as Exhibit B hereto (a “the "Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to 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 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 or as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. 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 Expiration Date), the Rights will be evidenced by the such certificates for such shares of Common Stock registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final 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, Date shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally 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 sharesdelivered from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date orDate, or in certain circumstances as provided in Section 22, after the Distribution Date but prior to the Final Expiration Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and Date, or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between IterisPharmacopeia, Inc. (the "Company") and Computershare American Stock Transfer & Trust Company, N.A., as Company (the "Rights Agent"), dated as of August 20September 6, 2009, as the same may be supplemented or amended from time to time 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge after charge, promptly following receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer be transferable.” void. With respect to such certificates containing bearing the foregoing legend, until the earlier of the 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 surrender for 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business on (i) the tenth day after the Shares Stock Acquisition Date or (ii) the “tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common 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), the earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 (which certificates shall be deemed also to be Right Certificates) and 13 10 not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 Attached hereto as soon as practicable thereafter, the Company will make available a copy of Exhibit C is a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form attached hereto as Exhibit C Stock (the “"Summary of Rights”"), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of certificates for Common Stock outstanding as of the Record Datedate hereof, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on os of the Record Datedate hereof, 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. (c) 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 but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date. 14 11 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 date hereof but prior to the earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the an Amended and Restated Rights Agreement between Iteris, Inc. BJ Services Company and Computershare First Chicago Trust Company, N.A., as Rights AgentCompany of New York, dated as of August 20September 26, 2009, 1996 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 Iteris, 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. Computershare Trust Company, N.A. BJ Services Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their 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, 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 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 that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (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 tenth calendar day after the Shares Stock Acquisition Date (or, if the “tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is 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 Person (other than an Exempt Person) of fifteen percent (15%) or more of the outstanding Common Stock (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the "Distribution Date”"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) 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 Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if 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 classfirst-class mail, postage-prepaid mailprepaid, to each record holder of 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 (other than an Acquiring Person or any Affiliate or Associate unless otherwise provided with respect thereto as aforesaid), to the record holder of an Acquiring Person)such Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of attached as Exhibit B hereto (a “the "Right Certificate”"), evidencing one Right for each --------- share of Common Stock so held, subject to 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 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 or as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares of Common Stock registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final 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, Date shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally 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 sharesdelivered from the Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date or the Final Expiration Date, the Redemption Date and the Expiration Date or, or in certain circumstances as 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) issued after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Redemption Date and the Final Expiration Date (including, without limitation, reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Iteris, Inc. Select Medical Corporation (the "Company") and Computershare Trust Company, N.A., as Mellon Investor Services LLC (the "Rights Agent"), dated as of August 20September 17, 2009, as the same may be supplemented or amended from time to time 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge after charge, promptly following receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer be transferable.” void. With respect to such certificates containing bearing the foregoing legend, until the earlier of the 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 surrender for 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Shares Stock Acquisition Date or (ii) the “tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company) of, or of the first public announcement of the intention of such Person (other than the Company) to commence, a tender or exchange offer the consummation of which would result in any 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; the 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), (ix) 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 (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and if provided with a stockholder list of the names and all other relevant information that addresses of the Rights Agent may reasonably requestrecord holders of Common Stock, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution DateDate 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 make available send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration DateClose of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or 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. (c) 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 but prior to the 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 Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between IterisBallantyne of Omaha, Inc. and Computershare Trust CompanyChaseMellon Shareholder Services, N.A.L.L.C., as Rights Agent, dated as of August 20May 25, 2009, 2000 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 IterisBallantyne 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. Computershare Trust CompanyBallantyne of Omaha, N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their 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, 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 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 that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business (i) the --------------------------- close of business on the tenth day Business Day after the 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 of business on the 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 the Board of Directors may determine by resolution adopted prior to the Shares Acquisition Date) (such date being herein referred to as the "Distribution Date”"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the shares of Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) Company and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the associated shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, Certificate in substantially the form of Exhibit B hereto described in Section 4 hereof (a “"Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 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 as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock of the Company 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 but prior to the earliest of the Distribution Date, the Redemption Date and or the Final 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date certificates evidencing such shares shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights AgentAgreement, dated as of August 20January 22, 2009, as the same may be supplemented or amended from time to time 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 Iteris, 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. Computershare Trust Company, N.A. Equidyne Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will any Transferee shall become null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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 that which are no longer outstanding. Notwithstanding this Section 3(c). (c) The Company will make available, as promptly as practicable following the omission Record Date, a copy of a legend shall not affect Summary of Rights, in substantially the enforceability form attached hereto as Exhibit C (the "Summary of any part of this Agreement or the rights of any Rights") to each holder of Rights who may so request from time to time prior to the RightsExpiration Date.

Issue of Right Certificates. (a) Until the Close earlier of Business (i) the close of business on the tenth day Business Day after the Shares Acquisition Date Date, or (ii) the close of business on the tenth Business Day after the date of the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (other than an Exempt Person) if upon consummation thereof, any such Person other than an Exempt Person would be the 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, being herein referred to as the "Distribution Date”), "): (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares registered in the names of the holders thereof (which certificates for Common Shares shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent willby first-class, insured, postage prepaid mail, or, if so requested by written notice and provided with or on behalf of a stockholder list and all other relevant information that the Rights Agent may reasonably requestholder, send), by first class, postage-prepaid mailshall otherwise deliver, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment. In the event that an adjustment in 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 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 As promptly as practicable following the Record Date or as soon as practicable thereafterDate, the Company Corporation will make available send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Shares as of the Expiration close of business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to shares of certificates for Common Stock Shares outstanding as of the Record Date, Date until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares Common Shares registered in the names of the holders thereof, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy Shares in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) 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) Shares that shall become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or the Expiration Date oror the Final Expiration Date, in certain circumstances except as otherwise provided in Section 22, after the Distribution Date11(p). Certificates issued for representing such Common Stock Shares (includingand certificates delivered pursuant to Sections 6 and 7(d)) shall also be deemed to be Right Certificates, 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 earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Cincinnati Xxxx Inc. and Computershare Trust Company, N.A.The Fifth Third Bank, as Rights Agent, dated as of August 20April 29, 2009, 1997 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 Iteris, 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. Computershare Trust Company, N.A. Cincinnati Xxxx Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will any subsequent holder of such Rights may become null and void and will void. In no longer event may the Rights be transferable.” exercised after May 2, 2007. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier Expiration or 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 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 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 shares of 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 that Shares which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the tenth day From and after the Shares Acquisition Record Date (until the “Distribution Date”), (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) or by a current ownership statement issued with respect to uncertificated Common Shares in lieu of such a certificate (an "Ownership Statement") and not by separate Right Certificates, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the Close of Business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution DateDate 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 Company has previously sent to the Record Date or as soon as practicable thereafter, holders of Common Shares of the Company will make available a copy of a the Summary of Rights to Purchase Preferred Stock, described in substantially the form attached hereto as Exhibit C (Initial Agreement in accordance with the “Summary terms of Rights”), to any holder the Initial Agreement and has otherwise fully complied through the date of Rights who may so request from time to time prior to this Agreement with the Expiration Dateprovisions of Section 3 of the Initial Agreement. With respect to shares of certificates for Common Stock outstanding as Shares of the Record DateCompany outstanding on the date of this Agreement, the certificates evidencing such Common Shares shall, together with copies of the Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights have been or shall be amended or supplemented) distributed with respect thereto until the Distribution Date (or the earlier of the Redemption Date, the Distribution Date or the Expiration Date), date of surrender thereof to the Rights will be evidenced by the certificates Company's transfer agent for such shares registered in the names transfer of Common Shares of the holders thereofCompany. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate (or Ownership Statement) for Common Stock Shares of the Company outstanding as of the Close of Business on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Rights shall be Certificates for Common Shares of the Company issued in respect after October 29, 1993 and prior to the date of all shares this Agreement, have had impressed on, printed on, written on or affixed to them the legend required by Section 3(d) of the Initial Agreement. Certificates (or Ownership Statements) for Common Stock issued or disposed Shares 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) the Company which become outstanding after the Record Date date of this Agreement but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date or, in certain circumstances provided in Section 22, 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 earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend legend: This certificate (or such other legend Ownership Statement (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 applicable)) also evidences and entitles the holder hereof to certain Rights rights as set forth in the a First Amended and Restated Rights Agreement between IterisForest Oil Corporation and Mellon Investor Services LLC as Rights Agent (as successor to ChaseMellon Shareholder Services, Inc. and Computershare L.L.C., as successor to Mellon Services Trust Company, N.A., as Rights Agent), dated as of August 20October 17, 20092003, as the same it 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 Iteris, Inc. Forest Oil 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. Computershare Trust Company, N.A. Forest Oil Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will shall become null and void and will no longer be transferable.” void. With respect to such certificates and Ownership Statements containing the legend required by Section 3(d) of the Initial Agreement or the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates and Ownership Statements shall be evidenced by such certificates and Ownership Statements alone, and the surrender for transfer of any of such certificates certificate or Ownership Statement, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificates. In the event that thereby. (d) If the Company purchases or acquires any shares of its Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Shares of Common Stock 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 Shares of Common Stock that the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the tenth 15th day after the Shares Acquisition Date (including any such date that is after the date of this Agreement and before the issuance of the Rights; such date being referred to as the “Distribution Date”), (i1) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed also to be Right CertificatesCertificates when the context so requires) and not by separate Right Certificates, and (ii2) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common StockShares. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send), ) by first first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B A hereto (a the “Right CertificateCertificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment pursuant to Section 11(i). If an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i), at the time Right Certificates are distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate adjustments (as set forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and pay cash in lieu of fractional Rights pursuant to Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available send a copy of a Summary of Rights to Purchase Preferred StockRights, in substantially the form attached of Exhibit B hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Shares as of the Expiration Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to shares of certificates for 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 the such certificates for such shares registered in the names of the holders thereofthereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares (including without limitation the surrender for transfer of any certificate for Common Shares outstanding on as of the Record Date), with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. Notwithstanding any legend contained on any such surrendered stock certificate, from and after the Close of Business on the Record Date, the surrender for transfer of any such certificate for Common Shares shall not constitute the transfer of the rights granted pursuant to the Rights Agreement between the Company and Xxxxx Fargo Bank Minnesota, N.A. (now known as Xxxxx Fargo Bank, N.A.), dated July 19, 2000 (the “Expiring Rights”), which Expiring Rights expire at the Close of Business on August 10, 2010. (c) Rights shall be issued in respect of all shares of Certificates for 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) Shares that become outstanding after the Record Date but prior to and (1) before the earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date oror (2) upon the exercise or conversion, in certain circumstances provided in Section 22before the earlier of the Redemption Date or the Final Expiration Date, after the Distribution Date. Certificates issued of any option or other security exercisable for or convertible into Common Stock (includingShares, without limitation, upon transfer of which option or other security is 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 on the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Inc. Xxxxxxxxxx Technology Incorporated (the “Company”) and Computershare Trust CompanyXxxxx Fargo Bank, N.A., as Rights Agent, dated as of August 20July 29, 2009, as the same may be supplemented or amended from time to time 2010 (the “Rights Agreement”), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor from such holder. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired that are or were beneficially owned by any Person who is or becomes an Acquiring Person or any Associate or Affiliate or Associate of an Acquiring Person thereof (as such those terms are defined in the Rights Agreement) and their transferees will may become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing any such legend, until the earliest of the Distribution Date, 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, the registered holders of the 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 certificatesthereby. In the event that If the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of 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 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 From the date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such other calendar day, if any, as the Board of Directors may determine in its sole discretion) after the date a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be 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) (the “earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that at the Rights Agent may reasonably requestCompany's expense, send), by first first-class, postage-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 (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”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. 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 With respect to certificates for the Record Date or as soon as practicable thereafter, Common Stock of the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time issued prior to the Expiration Date. With respect to shares Close of Common Stock outstanding as of Business on the Record Date, the Rights will be evidenced by such certificates for the Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Expiration DateRights), and the Rights will be evidenced by the certificates for such shares registered in the names holders of the Common Stock of the Company also shall be the registered holders thereofof the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company 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 earliest earlier of the Distribution DateDate or the redemption, 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 expiration or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest termination of the Distribution DateRights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 form set forth in this Agreement): “below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between IterisShelbourne Properties II, Inc. and Computershare American Stock Transfer & Trust Company, N.A., as Rights Agent, dated as of August 20______ ___, 20092000, as the same may be supplemented amended, restated, renewed or amended 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 executive offices of IterisShelbourne Properties II, 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. Computershare Trust CompanyShelbourne Properties II, N.A. 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 II, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired to or beneficially owned held by any Person who is or becomes an Acquiring Person Persons or any Affiliate Affiliates or Associate of an Acquiring Person Associates thereof (as such terms are defined in the Rights Agreement) ), and their transferees will any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void and will no longer 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 transferable.” obtainable. With respect to such certificates containing the foregoing legend, until the Distribution 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 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 of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such shares of 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 that of the Company which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission foregoing legend on any such certificate representing Common Stock of a legend the Company or any defect therein shall not affect in any manner whatsoever the enforceability application or interpretation of any part 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 rights of any holder 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 the Close earlier of Business on (i) the tenth day after the Shares Stock Acquisition Date or (ii) the “tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common 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), the earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration Dateclose of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final 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. (c) 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 but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Iteris, Inc. IMS Health Incorporated and Computershare First Chicago Trust Company, N.A., as Rights AgentCompany of New York, dated as of August 20June __, 2009, 1998 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 Iteris, 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. Computershare Trust Company, N.A. IMS Health Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their 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, 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 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 that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (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 earliest of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date Date, (ii) the Close of Business on the tenth day after the date that a tender or exchange offer by any Person is first commenced (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act), if, upon the consummation thereof, such Person would be an Acquiring Person or (iii) a Section 13 Event (the “Distribution Date”earliest of such dates described in clauses (i), (iii) and (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon The Company shall give the Rights Agent prompt written notice of the Distribution Date and as promptly as practicable after following 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, postage-postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”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, at the time Right Certificates are distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate rounding adjustments (as set forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and cash is paid in lieu of fractional Rights pursuant to Section 14(a). The Company shall give notice of such rounding adjustments to the Rights Agent as promptly as possible. As of of, and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy Rights have been issued in respect of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to all shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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 that are outstanding on the Record Date, with or without a copy date of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights this Agreement and shall be issued in respect of all shares of Common Stock that are 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 but date of this Agreement and prior to the earliest earlier 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 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 Iteris, 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. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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 From the date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such other calendar day, if any, as the Board of Directors may determine in its sole discretion) after the date a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be 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) (the “earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that at the Rights Agent may reasonably requestCompany's expense, send), by first first-class, postage-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 (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”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. 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 With respect to certificates for the Record Date or as soon as practicable thereafter, Common Stock of the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time issued prior to the Expiration Date. With respect to shares Close of Common Stock outstanding as of Business on the Record Date, the Rights will be evidenced by such certificates for the Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Expiration DateRights), and the Rights will be evidenced by the certificates for such shares registered in the names holders of the Common Stock of the Company also shall be the registered holders thereofof the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company 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 earliest earlier of the Distribution DateDate or the redemption, 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 expiration or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest termination of the Distribution DateRights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 form set forth in this Agreement): “below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between IterisShelbourne Properties I, Inc. and Computershare American Stock Transfer & Trust Company, N.A., as Rights Agent, dated as of August 20______ ___, 20092000, as the same may be supplemented amended, restated, renewed or amended 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 executive offices of IterisShelbourne 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. Computershare Trust CompanyShelbourne Properties I, N.A. 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 Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired to or beneficially owned held by any Person who is or becomes an Acquiring Person Persons or any Affiliate Affiliates or Associate of an Acquiring Person Associates thereof (as such terms are defined in the Rights Agreement) ), and their transferees will any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void and will no longer 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 transferable.” obtainable. With respect to such certificates containing the foregoing legend, until the Distribution 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 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 of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such shares of 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 that of the Company which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission foregoing legend on any such certificate representing Common Stock of a legend the Company or any defect therein shall not affect in any manner whatsoever the enforceability application or interpretation of any part 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 rights of any holder 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 On the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Record Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock. As or as soon as practicable after the Distribution Date, the Company will prepare and executethereafter, the Rights Agent will countersignsend a copy of a Summary of Rights to Purchase Preferred Shares, and in substantially the Company will send or cause to be sent form of Exhibit C hereto (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"Summary of Rights"), by first first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Shares Acquisition Date, or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the commencement of, or first public disclosure of an intent to commence, a tender or exchange offer by any Person (other than an Acquiring Exempt Person) for outstanding Common Shares, if upon consummation of such tender or exchange offer such Person or any Affiliate or Associate could be the Beneficial Owner of an Acquiring Personmore than 20% of the outstanding Common Shares (the Close of Business on the earlier of such dates being the "Distribution Date"), (x) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights, including the right to receive Right Certificates, will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), Certificate evidencing one whole Right for each share Common Share (or for the number of Common Stock Shares with which one whole Right is then associated if the number of Rights per Common Share held by such record holder has been adjusted in accordance with the provisions of this Rights Agreement). If the number of Rights associated with each Common Share has been adjusted in accordance with this Agreement, at the time of distribution of the Right Certificates the Company may make any necessary and appropriate rounding adjustments so heldthat Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Right in accordance with Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify . (c) With respect to any certificate for Common Shares, until the Rights Agent in writing upon the occurrence earliest 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 as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will associated with the Common Shares represented by any such certificate shall be evidenced by such certificate alone, the certificates for such shares registered in the names holders of the Common Shares shall also be the registered holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), associated Rights and the surrender for transfer of any such 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 Shares represented thereby. (cd) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of Shares after the Record Date (including, including without limitation, upon disposition transfer or exchange of outstanding Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Shares), but prior to the earliest of the Distribution Date, the Redemption Date and or the Final 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall may have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20February 17, 20091997, as the same it may be supplemented or amended from time to time (the “"Rights Agreement”"), between Tracor, Inc. (the "Company") and Harris Trust and Savings Bank, 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 executive offices of Iteris, 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. Computershare Trust Company, N.A. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by to any Person who is or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will may become null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the tenth day after the Shares Acquisition Date (including any such Shares Acquisition Date which is after the date of this Plan and prior to the issuance of the Rights) (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 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 Right Certificates) and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, (x) to each record holder of Common Stock of the Company as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each 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 Series A 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 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 so heldStock. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 will, at its option, either send (by first-class, postage-prepaid mail at the address shown on the records of the Company) or make otherwise available to each record holder of Common Stock, to each record holder of Series A Preferred Stock, and to each record holder of Series B Preferred Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights to Purchase Series C Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares certificates for Common Stock of Common the 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 Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier earliest of the Redemption 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 Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights 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 thereby. (c) Rights shall be issued in respect of all shares of Certificates for such Common Stock, Series A Preferred Stock issued or disposed of (including, without limitation, upon disposition of Common Series B Preferred Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) which become outstanding after the Record Date but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Early Expiration Date and or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following 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): “form: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement Plan between IterisWest Coast Bancorp and Xxxxx Fargo Bank, Inc. and Computershare Trust Company, N.A., as Rights AgentNational Association, dated as of August 20October 23, 2009, as the same it may be supplemented or amended from time to time (the “Rights AgreementPlan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Iteris, 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. Computershare Trust Company, N.A. West Coast Bancorp will mail to the holder of this certificate a copy of the Rights Agreement Plan without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights AgreementPlan, Rights issued to, acquired or beneficially owned by any Person (as defined in the Plan) who is or becomes an Acquiring Person or any an Affiliate or an Associate of an any Acquiring Person (each as such terms are defined in the Rights AgreementPlan) and their transferees will become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing legend, until the Distribution 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 shares Common Stock, Series A Preferred Stock or Series B Preferred stock of Common Stock 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 that the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close --------------------------- earlier of Business (i) the close of business on the tenth day Business Day after the 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 of business on the 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 the Board of Directors may determine by resolution adopted prior to the Shares Acquisition Date) (such date being herein referred to as the "Distribution Date”"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the shares of Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) Company and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the associated shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, Certificate in substantially the form of Exhibit B hereto described in Section 4 hereof (a “"Right Certificate”"), evidencing one Right for each share of Common Stock so held. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 or prior to the Record Date or as soon as practicable thereafter, the Company will make available send a copy of a Summary of Rights to Purchase Preferred StockRights, substantially in substantially the form attached hereto as of Exhibit C (the “Summary of Rights”)hereto, by first-class mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding of the Company as of the close of business on the Record Date or, if such mailing is made prior to the Record Date, until the Distribution Date (or the earlier to each holder of record as of the Redemption Date or date of such mailing, at the Expiration Date), address of such holder shown on the Rights will be evidenced by the certificates for such shares registered in the names records 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, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyCompany. (c) Rights shall be issued in respect of all Certificates for 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) the Company authenticated after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Iteris, Inc. Texas Utilities Company and Computershare Trust Company, N.A., as Rights Agent, The Bank of New York dated as of August 20February 19, 2009, as the same may be supplemented or amended from time to time 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Iteris, 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. Computershare Trust Company, N.A. Texas Utilities Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will any Transferee shall become null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date (or, in the event the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24(a) that a later date is advisable, such later date) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than any Exempt Person) of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (such date described in clause (i) or (ii) of this sentence being herein referred to as the “Distribution Date”) (provided, however, that if such tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer), (iA) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates (or other evidence of book-entry or other uncertificated ownership) for the Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiB) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common StockShares. 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 so requested by written notice requested, at the expense of the Company and provided with a stockholder list and upon receipt of all other relevant information that the Rights Agent may reasonably requestinformation, send), ) by first first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)Certificates, evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein; provided, however, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 As soon as practicable thereafterafter the Record Date, the Company will make available a copy of a the Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time it prior to the Final Expiration Date. With respect to shares of Common Stock outstanding as The Company shall provide the Rights Agent with written notice of the Record occurrence of the Final Expiration Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of the Final Expiration Date, unless and until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the certificates for it shall have received 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, shall also constitute the transfer of the Rights associated with the Common Stock represented therebywritten notice. (c) Rights shall be issued in respect of all shares of Certificates for 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) Shares which become outstanding after the Record Date but prior to the earliest of (i) the Close of Business on the Distribution Date, (ii) the Redemption Date and Date, (iii) the Early Expiration Date or(if applicable), in certain circumstances provided in Section 22, after and (iv) 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 earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Companyform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN INSEEGO CORP. AND COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentAS RIGHTS AGENT (OR ANY SUCCESSOR RIGHTS AGENT), dated as of August 20DATED AS OF JANUARY 22, 20092018, as the same may be supplemented or amended from time to time AS IT MAY FROM TIME TO TIME BE AMENDED OR SUPPLEMENTED PURSUANT TO ITS TERMS (the THE “Rights AgreementRIGHTS AGREEMENT”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of IterisTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF INSEEGO CORP. THE RIGHTS ARE NOT EXERCISABLE PRIOR TO THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, Inc. Under certain circumstancesAS SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementSUCH RIGHTS WILL BE EVIDENCED SEPARATELY AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. INSEEGO CORP. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateRIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME NULL AND VOID. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Stock Shares of the Company 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 of the Company represented by such certificatesthereby. In the event that If the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such shares of 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 that Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until Prior to the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. . (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will 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, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 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 as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance 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 sharestreasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate. In addition, in certain circumstances provided in Section 22, after connection with the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer issuance or sale of outstanding Common Stock, disposition shares of Common Stock out of treasury stock or issuance or reissuance following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock out so issued or sold (x) pursuant to the exercise of authorized but unissued sharesstock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Inc. Deltic Timber Corporation and Computershare Xxxxxx Trust Company, N.A., as Rights Agent, and Savings Bank dated as of August 20________, 2009, as the same may be supplemented or amended from time to time 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, 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, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will become ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close close of Business business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock. 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 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 class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (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, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) 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 but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between IterisWPCS International Incorporated. and Interwest Transfer Co., Inc. and Computershare Trust Company, N.A.Inc., as Rights Agent, dated as of August 20February 24, 20092010, 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 Iteris, 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. Computershare Trust CompanyInterwest Transfer Co., N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” . With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business (i) the close of business on the tenth day Business Day after the 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 of business on the 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 the Board of Directors may determine by resolution adopted prior to the Shares Acquisition Date) (such date being herein referred to as the "Distribution Date”"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the shares of Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) Company and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the associated shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, Certificate in substantially the form of Exhibit B hereto described in Section 4 hereof (a “"Right Certificate”"), evidencing one Right for each share of Common Stock so held. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock of the Company 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 but prior to the earliest of the Distribution Date, the Redemption Date and or the Final 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date certificates evidencing such shares shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights AgentAgreement, dated as of August 20____________, 2009, as the same may be supplemented or amended from time to time ____ (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 Iteris, 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. Computershare Trust Company, N.A. Avista Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will any Transferee shall become null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business (i) the close of business on the tenth calendar day after the Shares 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 of business on the tenth Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, by any Person (other than the Company or a Related Person), a tender or exchange offer the consummation of which would result in any Person (other than a Related Person) becoming an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the “Distribution Date”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificatesor, 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 (as defined below) and not by separate Right Certificates, and the records holder of Common Stock represented by such certificates (iior such registrations on the stock transfer books of the Company) shall be the record holders of the Rights represented thereby, (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the 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. 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 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 class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (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, 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 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, at 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 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 DateDate 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 make available send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail or other means used by the Company to any deliver proxy statements to its stockholders, to each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier close of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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 business on the Record Date, with or without a copy Date at the address of such holder shown on the records of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyCompany. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of 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 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date orDate, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates 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 have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following 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): “form: This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Iteris, Inc. Capital Senior Living Corporation and Computershare Trust Company, N.A.Mellon Investor Services LLC, as Rights Agent, dated as of August 20February 25, 20092010, 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 Iteris, 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. Computershare Trust Company, N.A. Capital Senior Living Corporation will mail to the holder of this certificate Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void 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, the Redemption Date 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 that are no longer outstandingso purchased or acquired. Notwithstanding this Section 3(c)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 Prior to the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions penultimate sentence of this Section 3(b3(a)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a copy of the Summary of Rights Agent will countersign, and substantially in 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)form of Exhibit C hereto, by first classfirst-class mail, postage-prepaid mailpostage prepaid, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Record Date (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, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights Prior to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date)or, the Rights will be evidenced by 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 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 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 Right Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance 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 sharestreasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate. In addition, in certain circumstances provided in Section 22, after connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date. , the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates 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 earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between IterisBNCCORP, Inc. and Computershare American Stock Transfer & Trust Company, N.A., as Rights Agent, Company dated as of August 20May 30, 2009, 2001 and 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, 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, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will become ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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 tenth calendar day after the Shares Acquisition Date (or, if the tenth calendar day after the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the “Distribution Date”), ) (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersignCompany's expense, 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, postage-postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing one Right for each share of the Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 As soon as practicable thereafterfollowing the Record Date, the Company will make available send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration Close of Business on the Record Date. , at the address of such holder shown on the records of the Company. (c) With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares Common Stock, and the registered in the names holders of the Common Stock shall also be the registered holders thereofof the associated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Expiration DateRights), the surrender for transfer of any certificate of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate. (cd) 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 but prior to the earliest earlier of the Distribution Date, the Redemption Date and or the Expiration Date (as such term is defined in Section 7), or, in certain circumstances provided in Section 2222 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing such shares 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 Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between IterisSun Communities, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 2009, as the same may be supplemented or amended from time to time N.A. (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of IterisSun Communities, 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. Computershare Trust CompanySun Communities, N.A. 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 within five Business Days after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will may become null and void. The Rights shall not be exercisable, and shall be void and will no longer be transferable.” With respect so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such certificates containing holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend, until legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock represented by such certificates containing the foregoing legend 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 certificatescertificate. 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 canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission of a foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the enforceability of any part of this Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until provided herein) for each share of Common Stock so held. As of the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) solely by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be such Right Certificates. (b) and not by separate Right CertificatesOn the Record Date, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock. As or as soon as practicable after the Distribution Datethereafter, the Company will prepare and executesend a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the Rights Agent will countersign, and form of Exhibit C hereto (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"Summary of Rights"), by first first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Record Date (other than an any Acquiring Person or any Associate or Affiliate or Associate of an any 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 for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or 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. (c) . 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 but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate, or in certain circumstances provided in Section 2222 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 earliest earlier of the 12 10 Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Iteris, Inc. The Dun & Bradstreet Corporation (formerly known as The New D&B Corporation) and Computershare EquiServe Trust Company, N.A., as Rights Agent, dated as of August 2015, 2009, 2000 (as the same may be amended, supplemented or amended otherwise modified from time to time (time, the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Iteris, 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. Computershare Trust Company, N.A. The Dun & Bradstreet Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their 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, 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 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 that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (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 Prior to the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions penultimate sentence of this Section 3(b3(a)) 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 Common Stock (which certificates shall be deemed also to be Right Certificatesan "Ownership Statement") and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a copy of the Summary of Rights Agent will countersign, and substantially in 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)form of Exhibit C hereto, by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Record Date (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, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of any certificate or Ownership Statement for Common Stock outstanding as of the Record Date, until prior to the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights associated with the Common Stock represented by such certificate, or covered by such Ownership Statement, will be evidenced by the certificates for such shares certificate, or Ownership Statement, registered in the names of the holders thereofthereof together with a copy of the Summary of Rights. Until Prior to the Distribution Date (or the earlier of the Redemption Date or or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, or the transfer of any Common Stock outstanding on the Record Date represented by any Ownership Statement, 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 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 (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 Right Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance 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 sharestreasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate. In addition, in certain circumstances provided in Section 22, after connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date. , the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates (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 earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate [certificate] [statement] also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Aetna Inc. and Computershare First Chicago Trust Company, N.A.Company of New York, as Rights Agent, dated as of August 20September 24, 2009, 1999 and 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate [certificate] [statement] a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this [certificate] [statement], may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will become ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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 Prior to the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Voting Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Voting Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common underlying shares of Voting Stock. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a summary of the Rights Agent will countersign, and substantially in 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)form of Exhibit C hereto, by first first-class, postage-postage prepaid mail, to each record holder of Common the Voting Stock as of the Close close of Business business on the Record Date at the address of such holder shown on the records of the Company. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Voting Stock as of the close of business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Voting Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates to record holders of Common Stock as of 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. If an adjustment in the number of Rights per share of Employee Preferred Stock has been made pursuant to Section 11(q), the Company shall, at the time of distribution of the Right Certificates to record holders of Employee Preferred Stock as of 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. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Voting Stock outstanding as of the Record Date or issued (on original issuance 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 sharestreasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate. In addition, in certain circumstances provided in Section 22, after connection with the issuance or sale of shares of Voting Stock following 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 and prior to the earliest of the Distribution Expiration Date, the Redemption Date and Company (i) shall, with respect to shares of Voting Stock so issued or sold (x) pursuant to the Expiration Date shall have impressed onexercise of stock options or under any employee plan or arrangement or (y) upon the exercise, printed onconversion or exchange of other securities, written on or otherwise affixed to them the following legend (or such other legend as including Employee Preferred Stock issued by 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 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 Iteris, 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. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution 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 DateDate and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights associated in connection with such shares of Common Stock issuance or sale; provided that no such Right Certificate shall be deemed cancelled issued if, and retired so that to the extent that, (i) the Company shall not be entitled advised by counsel that such issuance would create a significant risk of material adverse tax consequences to exercise any Rights associated with the shares of Common Stock 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 Company or the rights of any holder Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the Rightsissuance thereof.

Issue of Right Certificates. (a) Until the Close earlier of Business on (i) the tenth day after the Shares Stock Acquisition Date or (ii) the “tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common 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), the earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration Dateclose of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final 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. (c) 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 but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Iteris, Inc. IMS Health Incorporated and Computershare First Chicago Trust Company, N.A., as Rights AgentCompany of New York, dated as of August 20June 15, 2009, 1998 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 Iteris, 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. Computershare Trust Company, N.A. IMS Health Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their 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, 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 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 that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (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 tenth calendar day after the Shares Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is 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 Person (other than an Exempt Person) of fifteen percent (15%) or more of the outstanding Common Stock (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) 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 Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if 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 classfirst-class mail, postage-prepaid mailprepaid, to each record holder of 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 (other than an Acquiring Person or any Affiliate or Associate unless otherwise provided with respect thereto as aforesaid), to the record holder of an Acquiring Person)such Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of attached as Exhibit B hereto (a the “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to 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 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 or as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares of Common Stock registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final 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, Date shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally 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 sharesdelivered from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date orDate, or in certain circumstances as provided in Section 22, after the Distribution Date, but prior to the Final Expiration Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date (including, without limitation, reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between IterisPharmacopeia Drug Discovery, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A., as Company (the “Rights Agent”), dated as of August 20April 30, 2009, as the same may be supplemented or amended from time to time 2004 (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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge after charge, promptly following receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer may not be transferable.” . With respect to such certificates containing bearing the foregoing legend, until the earlier of the 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 surrender for 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the 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 Shares Stock Acquisition Date or (ii) the 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 becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender offer or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 20% or more of the 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 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), (ix) 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 (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration DateClose of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or 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. (c) 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 but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate, or in certain circumstances provided in Section 2222 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 earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on on, or otherwise affixed to them the following legend legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN KONA GRILL, INC. (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 rightsTHE “COMPANY”) AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, duties or obligations of the Rights Agent as set forth in this Agreement): AS RIGHTS AGENT, DATED AS OF MAY 27, 2008, AND AS AMENDED FROM TIME TO TIME (THE “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 2009, as the same may be supplemented or amended from time to time (the “Rights AgreementRIGHTS AGREEMENT”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of IterisTHE 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 certificateAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution Date, 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 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 that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (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 tenth 10th calendar day after the Shares Share 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 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”"), (i) 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 of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (ii) the right to receive Right Certificates 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 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, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”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. 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 39cord Date, or as soon as practicable thereafter, the Company will make available send a copy notification of a Summary the existence of Rights to Purchase Preferred Stockthe Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)by postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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 shares of 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 the such 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 therebyby such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the 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 earliest earlier of the Distribution Date, the Redemption Date and or the Final 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date shall be deemed also to be certificates for Rights, and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between IterisRyan's Family Steak Houses, Inc. and Computershare EquiServe Trust Company, N.A., as Rights Agent, dated as of August 20January 26, 20091995, as the same may be supplemented or 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 executive offices of IterisRyan's Family Steak Houses, 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. Computershare Trust CompanyRyan's Family Steak Houses, N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an to Acquiring Person Persons or any Affiliate Affiliates or Associate of an Acquiring Person Associates thereof (as such terms are defined in the Rights Agreement) and their transferees will any subsequent holder of such Rights may become null and void and will no longer be transferable.” 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 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business (i) the close of business on the tenth day (or such later date as may be determined by the Board) after the Shares Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity 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 the consummation of which would result in beneficial ownership by a Person of 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”"), (ix) the GGD Stock Rights, GTR Stock Rights, GMO Stock Rights and GSP Stock Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common GGD Stock, GTR Stock, GMO Stock and GSP Stock, respectively, registered in the names of the holders thereof (which certificates for GGD Stock, GTR Stock, GMO Stock and GSP Stock shall also be deemed also to be Right Certificatescertificates for GGD Stock Rights, GTR Stock Rights, GMO Stock Rights and GSP Stock Rights, respectively) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common StockShares. 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 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 class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (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, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) 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 but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 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 Iteris, 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. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business on (i) the tenth day after the Shares Stock Acquisition Date or (ii) the “close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person of, or of the first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and executewill (b) On the Record Date, the Rights Agent will countersignor as soon as practicable thereafter, and the Company will send or cause a copy of a Summary of Rights to be sent Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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"Summary of Rights"), by first first- class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Record Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof 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 surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of which become outstanding (including, without limitation, upon disposition of reacquired Common Stock out referred to in the last sentence of treasury stock this paragraph (c) that are subsequently issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdistributed by the Company) after the Record Date but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 the a Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20July 15, 20091998 between Chesapeake Energy Corporation and UMB Bank, N.A. as the same may be supplemented or amended from time to time rights agent (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 Iteris, Inc. Chesapeake Energy Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed or be evidenced by separate certificates and will no longer be evidenced by this certificate. Computershare Trust Company, N.A. Chesapeake Energy Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by or transferred to any Person who is or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) ), and their certain transferees thereof, will become null and void and will no longer be transferable.” . With respect to such certificates certificate containing the foregoing legend, until the Distribution 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 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 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 canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares date on which the Stock Acquisition Time occurs, or (ii) the 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 Corporation prior to such time as any Person becomes an Acquiring Person) after the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the Corporation which, together with the shares of such 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) (the “Distribution Date”earlier of (i) and (ii) being herein referred to as the "DISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates Book-Entries, or certificates, for the shares of Common Stock of the Corporation registered in the names of the holders thereof of Common Stock of the Corporation (which certificates Book-Entries, or certificates, for Common Stock of the Corporation shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Book Entries, or Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Stock. 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 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-prepaid mail, to each record holder of Common Stock of the Corporation as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”"RIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock of the Corporation so held, subject to adjustment and 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. 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 as soon as practicable thereafter, the Company Corporation will make available send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)C, by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of its Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier Close of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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 Business on the Record Date, with or without a copy at the address of such holder shown on the records of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in Corporation. With respect of all shares of Common Stock issued to Book-Entries 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 but prior to the 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 certificates 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 earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend (or such other legend Corporation outstanding 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 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 Iteris, 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. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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.Record

Issue of Right Certificates. (a) Until the Close of Business on the tenth day after the Shares Acquisition Distribution Date (the “Distribution Date”), (i) 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 thereof of the Common Stock (which certificates shall be deemed also to be Right Certificatescertificates for the associated Rights) and not by separate Right Certificates, Certificates and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the associated shares of Common Stock. 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 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, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B A hereto (a “--------- "Right Certificate”"), 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 heldthat Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify Rights are exercisable only in accordance with the Rights Agent provisions of Section 7 hereof and are redeemable only 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 occurredaccordance with Section 23 hereof. (b) On the Record Date or as As soon as practicable thereafter, after the date hereof the Company will make available cause a copy of a Summary of Rights to Common Stock Purchase Preferred StockRights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), to any be sent by first- --------- class, postage prepaid mail, to each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to shares of 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 Expiration Date), the Rights will be evidenced by the such certificates for such shares the Common Stock and the registered in the names holders of the Common Stock shall also be the registered holders thereofof the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Expiration DateRights), the surrender for transfer of any certificate for of the certificates representing shares of the Common Stock outstanding on the Dividend 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 therebyby such certificate. (c) Subject to Subsection (d) below, 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 Dividend Record Date but prior to the earliest of (i) the Distribution Date, the Redemption Date and (ii) the Expiration Date or, in certain circumstances provided in Section 22, after or (iii) the Distribution Dateredemption of the Rights. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing such shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after shall be deemed also to be certificates for the Record Date but prior to the earliest of the Distribution Dateassociated Rights, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend (or such other a legend as substantially in 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 Agreementform thereof): “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Common Stock Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights AgentAgreement, dated as of August 20July 23, 20091998, (the "Rights Agreement") between the issuer and The Bank of New York, as the same may be supplemented or amended from time to time Rights Agent (the “"Rights Agreement”Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Iteris, 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. Computershare Trust Company, N.A. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned held by any Person who is is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person thereof (as each such terms are term is defined in the Rights Agreement) and their transferees will ), whether currently held by or on behalf of such Person or by certain subsequent holders, may become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), 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 Dateearliest of (A) the occurrence of a Common Stock Event, any (B) the Expiration Date or (C) the redemption of the Rights associated with (such Rights to be issued to the Person to whom 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 that are no longer outstanding. Notwithstanding this Section 3(cissued), 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 Prior to the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a summary of the Rights Agent will countersign, and substantially in 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)form of Exhibit C hereto, by first first-class, postage-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. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates to record holders of Common Stock as of 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. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance 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 sharestreasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate. In addition, in certain circumstances provided in Section 22, after connection with the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer issuance or sale of outstanding Common Stock, disposition shares of Common Stock out of treasury stock or issuance or reissuance following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock out so issued or sold (x) pursuant to the exercise of authorized but unissued sharesstock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Inc. Scientific Games Holdings Corp. and Computershare Trust Company, N.A., as Rights Agent, First Union National Bank dated as of August 20July 10, 2009, as the same may be supplemented or amended from time to time 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, 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, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will become ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close close of Business business on the earliest of (i) the day of the first public announcement by the Company or an Acquiring Person of facts establishing that a Stock Acquisition Date has occurred (including any such date which is after the Declaration Date and prior to the issuance of the Rights) or (ii) the tenth day (or such later date as may be determined by action of the Board) after the Shares Acquisition date of commencement of, or the first public announcement of the intention to commence, a tender offer or an exchange offer by any Person (other than the Company or any wholly owned Subsidiary of the Company) to acquire (when added to any equity securities as to which such Person is the Beneficial Owner immediately prior to such commencement) 15% or more of the issued and outstanding shares of Common Stock (including any such date which is after the Declaration Date and prior to the issuance of the Rights), the earliest of the dates referred to in clauses (i) and (ii) of this Section 3(a) being referred to as the “"Distribution Date”), ," (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right CertificatesCertificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (iiy) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Stock. 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send)mail, by first first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate Date, as shown by the records of an Acquiring Person)the Company, at the address of such holder shown on the records of the Companysuch records, a Right Certificateone or more right certificates, substantially in substantially the form of Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(n) hereof, at the time the Right Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments pursuant to Section 14(a) hereof so that Right Certificates are distributed representing only whole numbers of Rights 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. 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 as soon as practicable thereafter, the Company will make available mail a copy of a the Summary of Rights to Purchase Preferred Stock, Common Stock in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage- prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. With respect to shares of certificates for Common Stock outstanding as of the close of business on the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced solely by the such certificates for such shares registered in the names of the holders thereofthereof (whether alone or together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Expiration DateRights), the surrender for transfer of any certificate for Common Stock outstanding as of the close of business on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. The Company will mail to any record holder of a Right (including, prior to the Distribution Date, a record holder of Common Stock) a copy of this Rights Agreement, without charge within ten days of a written request therefor. (c) Rights shall be issued in respect of all shares of All certificates for 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 hereof but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date or(as such term is hereinafter defined), 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between IterisInformation Resources, Inc. and Computershare Xxxxxx Trust Company, N.A., as Rights Agentand Savings Bank, dated as of August 20October 27, 2009, as the same may be supplemented or amended from time to time 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 IterisInformation Resources, Inc. Under certain circumstances, 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. Computershare Trust CompanyInformation Resources, N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within ten days after receipt of a written request therefor. Under certain circumstances, as set forth circumstances provided for in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will or any subsequent holder of such Rights may become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing legend, until the Distribution 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 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 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 Rightsthereby.

Issue of Right Certificates. (a) Until Prior to the Close of Business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions next to the last sentence of this Section 3(b3(a)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Record Date, the Company will prepare and execute, send a copy of the Summary of Rights Agent will countersign, and substantially in 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)form of Exhibit C hereto, by first classfirst-class mail, postage-prepaid mailpostage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Record Date (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, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right . With respect to certificates for each share of Common Stock so held. As outstanding as of and after the Record Date, prior to 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 or as soon as practicable thereafter, the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the certificates for such shares registered in the names of the holders thereofthereof with or without a copy of the Summary of Rights. Until Prior to the Distribution Date (or the earlier of the Redemption Date or 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 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 Right Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance 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 sharestreasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date orDate. In addition, in certain circumstances provided in Section 22, after connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date. , the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates 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 earliest earlier of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Freeport-McMoRan Copper & Gold Inc. and Computershare Trust CompanyChaseMellon Shareholder Services, N.A., as Rights Agent, L.L.C. dated as of August 20May 3, 2009, 2000 and 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, 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, acquired to or beneficially owned held by any Person who is is, was or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) and their transferees will become ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void and will no longer be transferablevoid.” With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) such date, if any, as may be designated by the Board of Directors following the commencement of, or first public disclosure of an intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit 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 of such tender or exchange offer such Person would be the Beneficial Owner of 10% or more of the outstanding Common Shares (the “earlier of such dates being herein referred to as the "Distribution Date”"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the Book-Entries, or certificates for the for, Common Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of Book-Entries representing, or the certificates shall be deemed also to be Right Certificatesfor, Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right 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 (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Shares. 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 surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Company Stock evidenced thereby, 13 9 whether or not accompanied by a copy of the Summary of Rights. (c) Rights shall be issued in respect of all Common 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 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 have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Avaya Inc. and The Bank of New York, dated as of September 29, 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 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. Avaya Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common StockShares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as 15 11 otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this 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 so requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably requestrequested, send), ) by first first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date (other than an any Acquiring Person or any Associate or Affiliate or Associate 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 share of Common Stock Share so held. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) 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 but prior to the 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 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 Iteris, 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. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution 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 that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business on (i) the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof (which certificates shall be deemed also to be Right Certificates) and not by separate Right Certificates, and or (ii) the right to receive Right Certificates will tenth business day (or such later date as may be transferable only in connection with the transfer determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock. As Shares for (b) On the Record Date, or as soon as practicable after the Distribution Datethereafter, the Company will prepare and executesend a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the Rights Agent will countersign, and form of Exhibit C hereto (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"Summary of Rights"), by first first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Record Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to shares of certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares registered in the names of the holders thereofthereof 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 surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 the Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20, 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 Iteris, 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. Computershare Trust Company, N.A. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution 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 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 From the date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such other calendar day, if any, as the Board of Directors may determine in its sole discretion) after the date a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be 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) (the “earlier of such dates being herein referred to as the "Distribution Date”"), (ix) 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 of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested by written notice and provided with a stockholder list and all other relevant information that at the Rights Agent may reasonably requestCompany's expense, send), by first first-class, postage-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 (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”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. 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 With respect to certificates for the Record Date or as soon as practicable thereafter, Common Stock of the Company will make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time issued prior to the Expiration Date. With respect to shares Close of Common Stock outstanding as of Business on the Record Date, the Rights will be evidenced by such certificates for the Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Expiration DateRights), and the Rights will be evidenced by the certificates for such shares registered in the names holders of the Common Stock of the Company also shall be the registered holders thereofof the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company 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 earliest earlier of the Distribution DateDate or the redemption, 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 expiration or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest termination of the Distribution DateRights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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 form set forth in this Agreement): “below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between IterisShelbourne Properties III, Inc. and Computershare American Stock Transfer & Trust Company, N.A., as Rights Agent, dated as of August 20______ ___, 20092000, as the same may be supplemented amended, restated, renewed or amended 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 executive offices of IterisProperties 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. Computershare Trust CompanyShelbourne Properties III, N.A. 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 Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, acquired to or beneficially owned held by any Person who is or becomes an Acquiring Person Persons or any Affiliate Affiliates or Associate of an Acquiring Person Associates thereof (as such terms are defined in the Rights Agreement) ), and their transferees will any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void and will no longer 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 transferable.” obtainable. With respect to such certificates containing the foregoing legend, until the Distribution 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 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 of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such shares of 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 that of the Company which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission foregoing legend on any such certificate representing Common Stock of a legend the Company or any defect therein shall not affect in any manner whatsoever the enforceability application or interpretation of any part 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 rights of any holder 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 the Close earlier --------------------------- of Business (i) the close of business on the tenth calendar day after the Shares Acquisition Date (or, if the “tenth calendar day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth calendar day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date”"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, Date and after the Company will prepare and executehas provided the Rights Agent with a list of shareholders of Common Stock, the Rights Agent will countersignAgent, and at the Company Company's expense, 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, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each share of the Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 As soon as practicable thereafterfollowing the Record Date, the Company will make available send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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 shares of certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such certificates for such shares the Common Stock, and the registered in the names holders of the Common Stock shall also be the registered holders thereofof the associated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally 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 sharesfrom the Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date and or the Expiration Date (as such term is defined in Section 7), or, in certain circumstances provided in Section 2222 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing such shares 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 Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Iteris, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of August 20[ ], 2009, 2001 and 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 Iteris, 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. Computershare Trust Company, N.A. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request thereforthereof. 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 or transferred to, acquired or beneficially owned by held by, any Person who is is, was or becomes an Acquiring Person or any an Affiliate or Associate of an Acquiring Person Association thereof (as such terms are defined in the Rights Agreement) and their transferees will become ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void and will no longer be transferable.” With respect void. After the due execution of any supplement or amendment to such certificates containing this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend, until legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock represented by such certificates containing the foregoing legend 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 certificatescertificate. 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 canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission of a foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the enforceability application or interpretation of any part the provisions of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Close earlier of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the Tender Offer Commencement Date (the “earlier of such dates being herein referred to as the "Distribution ------------ Date”"), (ix) the Rights will be evidenced (subject to the provisions of Section ---- 3(b)) hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights and the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. 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 so requested by written notice and provided with a stockholder list and all other relevant information that at the Rights Agent may reasonably requestexpense of the Company, send)) by first-class, by first classinsured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing --------- ----------------- one Right for each share Common Share of Common Stock the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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 make available send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first- --------- ----------------- class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Shares of the Expiration 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 shares certificates for Common Shares of Common Stock the Company outstanding as of on the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such 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 Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Rights shall be issued in respect Certificates for Common Shares of all shares of Common Stock issued or disposed of the Company which become outstanding (including, without limitation, upon disposition reacquired Common Shares of Common Stock out the Company referred to in the last sentence of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and or 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights rights ("Rights") as set forth in the a Rights Agreement between IterisOSI Systems, Inc. and Computershare Trust Company, N.A., as Rights AgentU.S. Stock Transfer Corporation, dated as of August 20July 31, 20092000, as the same it 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 IterisOSI Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Computershare Trust CompanyOSI Systems, N.A. Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights issued to, acquired to or beneficially owned by any Person who is or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and their transferees will who becomes an Acquiring Person (as defined in the Rights Agreement) become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock Shares of the Company 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 represented by such certificatesShares of the Company requested thereby. In the event that the Company purchases or acquires any shares Common Shares of Common Stock the Company after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Shares of Common Stock 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 Shares of Common Stock that the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of outstanding (provided that if any part of this Agreement or the rights of any holder Common Shares of the RightsCompany so purchased or acquired by the Company are subsequently sold or otherwise transferred by the Company and shall thereafter become outstanding, new Rights shall be issued with respect thereto in accordance herewith).

Issue of Right Certificates. (a) Until the Close earlier of Business (i) the close of business on the tenth day after the Shares Stock Acquisition Date Date, (ii) the close of business on the tenth Business Day after the date of the commencement, by any Person, other than an Exempt Person, of a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person 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) (the “earliest of such dates being herein referred to as the "Distribution Date”"), (ix) 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 of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common 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 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, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”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, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 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 Not later than ten days after the Record Date or as soon as practicable thereafterDate, the Company will make available send a copy of a Summary of Rights to Purchase Preferred StockRights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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 shares of certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the Rights will be evidenced by the such 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 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 therebyby such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the 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 earliest earlier of the Distribution Date or the Expiration Date, the Redemption Date shall be deemed also to be certificates for Rights, 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 Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following 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): “legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between Iteris, Inc. Perini Corporation and Computershare Trust Company, N.A.The First National Bank of Boston, as Rights Agent, dated as of August 20September 23, 20091988, as the same may be supplemented or amended from time to time 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 executive offices of Iteris, 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. Computershare Trust CompanyPerini Corporation may redeem the Rights at a redemption price of $0.02 per Right, N.A. 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 Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued toto or held by Acquiring Persons, acquired or beneficially owned by any Person who is or becomes an Acquiring Person Adverse Persons or any Affiliate Affiliates or Associate of an Acquiring Person Associates thereof (as such terms are defined in the Rights Agreement) and their transferees will any subsequent holder of such Rights may become null and void and will no longer be transferable.” void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the 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 that which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.