Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after Business Day following the Shares Acquisition Date or (ii) the tenth day close of business on the fifteenth (15th) Business Day (or such later date as may be determined by action of the Board prior to the time as any Person becomes an Acquiring Person) after the date of commencement of, on which a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such Planplan) to commenceis first commenced within the meaning of Rule 14d-2(a) of the Rules, a tender or exchange offer if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number of the outstanding 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 (i) and (ii) being herein referred to as the "Distribution Separation Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Separation Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Separation 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 hereto (a "Right Certificate")hereto, evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred SharesStock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earliest of the earlier of Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'X, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23, 1998 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'X, 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. XXXXXXXX'X, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day Business Day after the Shares Stock Acquisition Date Time, or (ii) the tenth day Business Day, or such specified or unspecified later date as may be determined by action of the Board of Directors of the Company, after the date of the commencement ofof (as determined by reference to Rule 14d-2(a), as in ef fect under the Exchange Act on the Record Date), or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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 entity holding Common Shares for or such Subsidiary as a fiduciary pursuant to the terms of any such Planemployee benefit plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer for an amount of Common Stock of the consummation Company which, together with the shares of which would result in beneficial ownership such stock already beneficially owned by a Person of 30such Person, constitutes 15% or more of the total number outstanding Common Stock of the outstanding Common Shares Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof of Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificates, and (y) the right to receive Right Certificates Certifi cates will be transferable only in connection with xxxx the transfer of the underlying Common SharesStock. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-first class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right CertificateCer tificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein and to the provisions of Section 14(a) hereof. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares Stock as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of March 20, 1986the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together of Common Stock with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier earliest of the Redemption Distribution Date, the Expiration Date or and the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate of the certificates for Common Shares Stock outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for Common Shares Stock issued (or delivered from the Company's treasury) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Redemption Date or and the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between the Company and The Chase Manhattan Bank dated as of December 12, 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 the Company. Under certain circumstances, as set forth in the Rights Agree ment, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain cir cumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date, 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 consti tute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after Business Day following the Shares Acquisition Date or (ii) the tenth day close of business on the fifteenth (15th) Business Day after the date of commencement of, on which a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such Planplan) to commenceis first commenced within the meaning of Rule 14d-2(a) of the Rules, a tender or exchange offer if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 30% fifteen percent (15%) or more of the total number of the outstanding 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 (i) and (ii) being herein referred to as the "Distribution DateSEPARATION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Separation Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Separation 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 EXHIBIT B hereto (a "Right Certificate")hereto, evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred SharesStock, in substantially the form attached hereto as Exhibit EXHIBIT C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earliest of the earlier of Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CD RADIO INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, DATED AS OF OCTOBER 22, 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 CD RADIO 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. CD RADIO INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after Business Day following the Shares Acquisition Date or (ii) the tenth day close of business on the fifteenth Business Day after the date of commencement of, on which a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such Planplan) to commenceis first commenced within the meaning of Rule 14d-2(a) of the Rules, a tender or exchange offer if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 30% twenty percent (20%) or more of the total number of the outstanding 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 (i) and (ii) being herein referred to as the "Distribution DateSEPARATION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Separation Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Separation 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 EXHIBIT B hereto (a "Right Certificate")hereto, evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accord ance 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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series A Preferred SharesStock, in substantially the form attached hereto as Exhibit EXHIBIT C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earliest of the earlier of Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ANCHOR BANCORP WISCONSIN INC. AND FIRSTAR TRUST CO., DATED AS OF JULY 22, 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFER ENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ANCHOR BANCORP WISCONSIN [INC.] UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVI DENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. ANCHOR BANCORP WISCONSIN INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth twentieth business day after the Shares Acquisition Date or and (ii) the tenth twentieth 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 of, or first public announcement of the intent intention of any Person to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than the Company, any wholly-wholly owned Subsidiary of the Company, Company or 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 Planplan) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 3020% or more of the total number of the outstanding Outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A hereto, evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 the Effective Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Effective Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Effective Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Effective Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 the Effective Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date or and the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between PHH Corporation and First Chicago Trust Company of New York, dated as of March 15, 1996 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 PHH 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. PHH Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly following receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.

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 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 wholly-owned 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) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in beneficial ownership by a be an Acquiring Person of 30% or more of the total number of the outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such the dates in subsection (i) and (ii) hereof being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph para- graph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for the Common Stock shall also be deemed also to be Right Certificates) and not by separate Right CertificatesCer- tificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common SharesStock. As soon as practicable after receipt by the Distribution Rights Agent of written notice from the Company of the Distri- bution Date, the Rights Agent Agent, at the Company's expense, will send, send by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A hereto, evidencing one Right for each share of the Common Share Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesCommon Stock, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, and the registered in the names holders of the Common Stock shall also be the regis- tered holders thereof together with a copy of the Summary of associated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate of the certificates for Common Shares the Com- mon Stock outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares Stock issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are term is defined in Section 7) ), or, in certain circum- stances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between GENERAL SIGNAL CORPORA- TION and FIRST CHICAGO TRUST COMPANY OF NEW YORK dated as of February 1, 1996 (the "Rights Agree- ment"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of GENERAL SIG- NAL 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. GENERAL SIGNAL CORPORATION will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights which are or were beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. 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 shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock represented by cer- tificates 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 certificate.

Issue of Right Certificates. (a) Until the earlier of (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 day Business Day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) 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 consummation Beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number of the outstanding Common Shares then outstanding (the earlier of such dates, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates , being herein referred to as the "Distribution Date"), ): (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Corporation will prepare and execute and the Rights Agent will countersign, and the Rights Agent, if requested by the Corporation, will send, by first-class, insured, postage-postage prepaid mail, or, if requested by or on behalf of a holder, shall otherwise deliver, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each Common 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. (b) On March 20, 1986 or as soon as practicable thereafterPromptly following the Record Date, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for Common Shares outstanding as of March 20, 1986, the Record Date until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof together with a copy thereof, and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Rights shall be issued in respect of all Common Shares issued that shall become outstanding after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (Date, except as such terms are defined otherwise provided in Section 711(p). Certificates representing such Common Shares (and certificates delivered pursuant to Sections 6 and 7(d)) shall also be deemed to be Right Certificates, and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between SEMX Corporation and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of June 15, 1999 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of SEMX Corporation and available for inspection by the holder of this certificate. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. SEMX 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. In no event may the Rights be exercised after June 29, 2009. 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 Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation 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 cancelled and retired so that the Corporation 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 in substantially shall not affect the following form: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 day Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, 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 which would result in beneficial ownership by a Person of 3010% or more of the total number shares of Common Stock of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Shares 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 also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock of the Company. As soon as practicable after the Distribution Date, the Rights Agent will will, at the Company's expense send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of March 20, 1986, until the Distribution Company issued prior to the Close of Business on the Record Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock of Rights attached thereto, the Company outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate. (c) Certificates for the Common Shares Stock of the Company issued after March 20the Record Date, 1986 but prior to the earlier of the Distribution Date or the Redemption Date redemption, expiration or termination of the Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Interstate Hotels Management, Inc. and [TRANSFER AGENT], as Rights Agent, dated as of April ___, 1999, as amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Interstate Hotels Management, 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. Interstate Hotels Management, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Interstate Hotels Management, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the Final Expiration exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the Distribution Date (as or the earlier redemption, expiration or termination of the Rights), and the transfer of any of such terms certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed no longer outstanding. The failure to them a legend in substantially the following form:print the

Issue of Right Certificates. Section 3(a) of the Agreement is hereby amended to read as follows (added or amended language is italicized): (a) Until the earlier (the earlier of such dates being herein referred to as the “Distribution Date”) of (i) the Close of Business on the tenth day Business Day after the Shares Acquisition Date or (ii) the Close of Business on the tenth day Business Day after the date of the commencement of, or first public announcement of the intent of by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares for or pursuant to the terms of any such Planplan to the extent such entity is so acting with the approval or consent of the Company) 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 holding Common Shares for or pursuant to the terms of any such plan to the extent such entity is so acting with the approval or consent of the Company) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a any Person other than Mihaylo becoming the Beneficial Owner of 3015% or more of the total number Common Shares then outstanding, or Mihaylo becoming the Beneficial Owner of 23% or more of the outstanding Common Shares (then outstanding, including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company shall promptly notify in writing the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Shares, provide the Rights Agent with the names and addresses of all record holders of Common Shares (together with all other necessary information), and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following (until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred), the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:”

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than General American, the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule l4d-2(a) of the General Rules and Regulations under the Exchange Act, without the prior written approval of a majority of the Board of Directors, which tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Voting Power aggregating 20% or more of the total number of the outstanding Common Shares Voting Power (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"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent will shall countersign and send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:,

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Voting Power aggregating 20% or more of the total number of the outstanding Common Shares Voting Power (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"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock, as more fully set forth below. As soon as practicable after the Distribution Date, Company has notified the Rights Agent will of the occurrence of the Distribution Date and provided the Rights Agent with all necessary information, the Company shall prepare and execute, and the Rights Agent shall countersign and send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right for each share of Common Share 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. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock outstanding in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for the Common Shares Stock issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date redemption, expiration or termination of the Final Expiration Date (as such terms are defined in Section 7) Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following form:effect: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a 1999 Rights Agreement dated as of February 15, 1999 between Xxxxxxx & Xxxxx, Incorporated (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement"), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and 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 promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier 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. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier Close of (i) Business on the tenth day after the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date Shares Acquisition 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 "Rights)(the “Distribution Date"”), (xi) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or the registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so heldheld (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). As and after of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall promptly confirm same in writing. Until such notice is received in writing by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Shares of the Company. With respect to certificates for Common Shares of the Company outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier earliest of the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. (c) Certificates for Common Shares issued which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between Mirant Corporation and Mellon Investor Services LLC, as Rights Agent, dated as of March 26, 2009, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Mirant Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Mirant Corporation will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate (prior to the earliest of 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 Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth 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 intent intention of any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such Planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a any Person (other than an Exempt Person) becoming the Beneficial Owner of 30Common Shares aggregating 20% or more of the total number of the then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. Notwithstanding anything stated in this Section 3, the Distribution Date shall in no event occur until the authority of the Board of Directors of the Company to redeem the Rights pursuant to Section 23(b), as such Section may be amended pursuant to Section 27, shall have terminated. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Jostens, Inc. and Norwest Bank Minnesota, N.A., dated as of July 23, 1998 (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 Jostens, 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. Jostens, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were issued to any Person who becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder thereof, may become null and void. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier Close of (i) Business on the tenth day after after, but not including, the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date Shares Acquisition Date which is after the date of this Agreement Plan and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (xi) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares Stock of the Company registered in the names of the holders thereof (which such certificates for the Common Stock shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested by written notice and provided with all relevant information, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Share Stock of the Company so heldheld (other than with respect to Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof). As of 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 the shares of Common Stock. The Company shall promptly notify the Rights Agent, in writing, upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent shall not be deemed to have knowledge of the occurrence of a Distribution Date, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing. (b) On March 20the Record Date, 1986 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 the transfer agent or the registrar for the Common Stock) or make otherwise available to each record holder of Common Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock of the Company outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier earliest of the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares Stock of the Company outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented thereby. (c) Certificates for such Common Shares issued Stock of the Company which become outstanding after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Plan between Ambac Financial Group, Inc. and Mellon Investor Services LLC, dated as of February 2, 2010, as it may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Ambac Financial Group, Inc. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Ambac Financial Group, Inc. will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As set forth in the Plan, Rights beneficially owned by any Person (as defined in the Plan) who becomes an Acquiring Person (as defined in the Plan) become null and void. 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 alone, and the surrender for transfer of any such certificate (prior to the earliest of 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 of the Company represented thereby. In the event that the Company purchases or acquires any Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock of the Company which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Company’s Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intent intention of any Person (other than any member of the Xxxxxx Family, the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares or Class A Common Shares for or pursuant to the terms of any such Planplan, or any trustee, administrator or fiduciary of such a plan) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Common Shares aggregating 20% or more of the Common Shares then outstanding, 20% or more of the Class A Common Shares then outstanding or 20% or more of the total number of the outstanding Common Shares and Class A Common Shares then outstanding (including in either case any such date which is after the date of this Agreement and prior to the issuance of the Rights; Payment Date (the earlier of such dates being herein referred to as the "“Distribution Date"”); provided, however, that if the tenth day or Business Day, as the case may be, after the pertinent date occurs before the Record Date, “Distribution Date” shall mean the Record Date), (xA) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares, Class A Common Shares or Class B Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares, Class A Common Shares or Class B Common Shares. If the Rights Agent is not then the transfer agent and registrar of the Common Shares, Class A Common Shares and Class B Common Shares, then upon the occurrence of a Distribution Date, the Company shall promptly notify the Rights Agent and request a stockholder list from the Company’s transfer agent. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares, Class A Common Shares and Class B Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto A-1 or Exhibit A-2, as applicable (each a "“Right Certificate"”), evidencing (1) one Common Share Purchase Right for each Common Share or Class B Common Share so held or (2) one Class A Common Share Purchase Right for each Class A Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the The Company will send a copy of has prepared a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C B hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder a copy of Common Shares as which is available free of the close of business on March 20, 1986, at the address of such holder shown on the records of charge from the Company. With respect to certificates for Common Shares, Class A Common Shares or Class B Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares, Class A Common Shares or Class B Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares, Class A Common Shares or Class B Common Shares represented thereby. (c) Certificates for Common Shares, Class A Common Shares or Class B Common Shares which become outstanding (including, without limitation, certificates for reacquired Common Shares, Class A Common Shares or Class B Common Shares referred to in the sentence that follows immediately after this sentence, certificates for Common Shares, Class A Common Shares or Class B Common Shares held by the Company prior to the Record Date and certificates issued on the transfer of Common Shares, Class A Common Shares or Class B Common Shares) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially in the form below. In the event that the Company purchases or acquires any Common Shares, Class A Common Shares or Class B Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares, Class A Common Shares or Class B Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares, Class A Common Shares or Class B Common Shares which are no longer outstanding. With respect to certificates containing the legend below, until the Distribution Date, the Rights associated with the Common Shares, Class A Common Shares or Class B Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares represented thereby. The form of legend that shall be impressed on, printed on, written on or otherwise affixed to the certificates is as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Bandag, Incorporated and Computershare Trust Company, N.A., dated as of August 21, 2006, and as such agreement may be amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Bandag, 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. Bandag, 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 set forth in the Rights Agreement, Rights issued to, or held by, an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether held by such Person or any subsequent holder shall become null and void. Upon the conversion of the Class B Common Shares into Common Shares pursuant to the terms of the Restated Articles of Incorporation of the Company following form:the Record Date, any Rights associated with the Class B Common Shares which are converted shall be deemed cancelled and retired. Each Common Share into which the Class B Common Shares are converted shall carry a Common Share Purchase Right, and the share certificates associated with such Common Shares, when issued, shall bear a legend substantially in the form found in this Section 3(c).

Issue of Right Certificates. (a) Until the earlier of of (i) the Close of Business on the tenth day after the Shares Stock Acquisition Date or (or, if the tenth day following such 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 day after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Shares for Stock organized, appointed or established for, or pursuant to the terms of of, any such Planplan) to commenceis first commenced (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act), a tender or exchange offer if, upon the consummation thereof, such Person would be the Beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number then outstanding shares of the outstanding Common Shares (Stock, including any such date which is after the date of this Agreement Rights Dividend Declaration Date and prior to the issuance of the Rights; Rights (or, if the tenth day after the date of commencement of any such tender or exchange offer occurs before the Record Date, the Close of Business on the Record Date), (the earlier of such dates described in clauses (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common SharesStock (including a transfer to the Company). As soon Subject to Section 7(e), as promptly as practicable after following the Distribution Date, the Rights Agent will send, by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B A hereto (a "Right Certificate"as amended and restated), evidencing one Right for each share of Common Share Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11, 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). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock and the registered in the names holders of the Common Stock shall also be the registered holders thereof together with a copy of the Summary of associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares Stock (including without limitation the transfer of any certificate for Common Stock outstanding on March 20, 1986the Record Date and/or as of the date of this Second Amended and Restated Rights Agreement, with or without a copy of the any "Summary of Rights" or "Amended and Restated Summary of Rights," as defined in the Rights Agreement and the First Restated Rights Agreement, respectively, attached thereto, ) shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares Stock which are issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Expiration Date. Certificates for Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date shall bear substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Second Amended and Restated Rights Agreement dated as of November 28, 1995 between ADC Telecommunications, Inc. (the "Company") and Norwest Bank Minnesota, N.A. (the "Rights Agent") (the "Rights Agreement"), -6- 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 office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a written request therefor from such holder. Under certain circumstances set forth in the Rights Agreement, Rights issued to or held by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in Section 7the Rights Agreement) shall have impressed onand any subsequent holder of such Rights, printed onwhether currently held by or on behalf of such Person or any subsequent holder, written on may become null and void. With respect to such certificates containing the foregoing legend (or otherwise affixed to them a the similar legend in substantially effect after the following form:Rights Dividend Declaration Date and prior to the date of this Second Amended and Restated Rights Agreement), 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, the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as the Board of Directors shall determine, provided that if such determination occurs on or after the date of commencement ofan Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors) after the date that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any wholly-owned Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than an Exempt Person) of 3015% or more (or, in the case of the total number a Xxxxxx Group Member, 35% or more) of the outstanding shares of Common Shares Stock (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of shares of Common SharesStock. The Company shall give the Rights Agent written notice of the Distribution Date as promptly as practicable thereafter. As soon as practicable after the Distribution DateDate and receipt of written notice of the Distribution Date from the Company, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the close Close of business Business on the Distribution Date, or, with respect to shares of Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such shares of 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 Exhibit B hereto (a "Right Certificate")A, evidencing one Right for each share of Common Share 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(i) hereof, 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) 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. (b) On March 20, 1986 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the close Opening of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Shares Stock outstanding as of March 20, 1986the Opening of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on March 20, 1986the Opening of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Shares Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Opening of Business on the Record Date but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for shares of Common Shares Stock issued after March 20, 1986 the Opening of Business on the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined including, without limitation, reacquired shares of Common Stock referred to in Section 7the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between ELXSI Corporation (the "Company") and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of June 4, 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly following receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates 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 alone and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Opening of Business on 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 canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as the Board of Directors shall determine) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any wholly-owned Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than an Exempt Person) of 3015% or more of the total number of the outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Shares 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 Exhibit B hereto (a "Right Certificate")A, evidencing one Right for each Common Share so held, subject to adjustments as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) hereof, 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) 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. (b) On March 20, 1986 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form attached hereto as Exhibit C B (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued in respect of all Common Shares which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined including, without limitation, reacquired Common Shares referred to in Section 7the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Crown Holdings, Inc. (the “Company”) and Equiserve Trust Company, N.A. as Rights Agent, dated as of February 21, 2003 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly following receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates bearing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (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 intent intention of any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such Planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a any Person (other than an Exempt Person) becoming the Beneficial Owner of 30Common Shares aggregating 15% or more of the total number of the then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. Notwithstanding anything stated in this Section 3, the Distribution Date shall in no event occur until the authority of the Board of Directors of the Company to redeem the Rights pursuant to Section 23(b), as such Section may be amended pursuant to Section 27, shall have terminated. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after (or such later date as may be determined by action of the Shares Board of Directors of the Company followed by notice to the Rights Agent and public announcement thereof by the Company) the Stock Acquisition Date or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Company followed by notice to the Rights Agent and public announcement thereof by the Company) after the date of commencement of, or first public announcement of the intent of that a Tender Offer by any Person (other than (A) the Company, (B) any wholly-owned Subsidiary of the Company, (C) any employee benefit plan of the Company or of any Subsidiary of the Company, or (D) any Person organized, appointed or established by the Company or any entity holding Common Shares for or pursuant to the terms of any such Planplan) to commence, a tender is first published or exchange offer sent or given within the consummation meaning of which would result in beneficial ownership by a Person of 30% or more Rule 14d-2(a) of the total number General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be an Acquiring Person (the earlier of the outstanding Common Shares (such dates, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates , being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send, send at the expense of the Company and by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right Certificatecertificates, in substantially the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution, the Company 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. (b) On March 20, 1986 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered in the names holders of the Common Stock shall also be the registered holders thereof together with a copy of the Summary of associated Rights. Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final the Expiration Date (as such terms are term is defined in Section 7 hereof)), the surrender for transfer of any certificate for certificates representing shares of Common Shares outstanding on March 20, 1986, with or without a copy Stock in respect of which Rights have been issued shall also constitute the transfer of the Summary Rights associated with such shares of Common Stock. (c) Rights attached theretoshall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Until the earlier of the Distribution Date or the Expiration Date, all Rights issued pursuant to this Section 3(c) shall be represented by the certificates evidencing the Common Stock with respect to which such Rights are issued and registered holders of such Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock evidenced by such certificates. In addition, Rights shall be issued following the Distribution Date and prior to the redemption or expiration of the Rights as provided in Section 22 hereof. (cd) Certificates for Common Shares Stock issued upon transfer or new issuance after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between QuickLogic Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated as of November 28, 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 office of QuickLogic 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. QuickLogic Corporation 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in Section 7the Rights Agreement) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:and any subsequent holder of such Rights may become null and void.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of by any Person (other than the Company, any wholly-owned 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 Planplan) 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 holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Common Shares aggregating 20% or more of the total number of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) . On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) . Certificates for Common Shares issued which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Crompton & Knowles Corporation and Mellon Bank, N.A., dxxxx xx of July 20, 1988, as amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Crompton & Knowles Corporation. Under certain circumstxxxxx, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Crompton & Knowles Corporation will mail to the holder xx xxxx certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date (or, if the tenth day after the Shares 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 day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person), after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any wholly-owned Subsidiary meaning of Rule 14d- 2 of the CompanyExchange Act Regulations, 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership Beneficial Ownership by a Person (other than an Exempt Person) of 30% fifteen percent (15%) or more of the total number of the outstanding Common Shares Stock (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Common Shares Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common SharesStock (including a transfer to the Company). The Company will notify the Rights Agent as soon as practicable of the occurrence of a Distribution Date. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-classclass mail, insured, postage-prepaid mailprepaid, to each record holder of shares of Common Shares Stock as of the close Close of business Business on the Distribution Date, or, with respect to Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of attached as Exhibit B hereto A (a the "Right Certificate"), evidencing one Right for each share of Common Share 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(i) or 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. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares Stock outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the such shares of Common Shares Stock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Shares Stock which are issued (whether originally issued or delivered from the Company's treasury) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or in certain circumstances as provided in Section 22, after the Distribution Date. Certificates of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (as such terms are defined including, without limitation, reacquired shares of Common Stock referred to in Section 7the second to last sentence of this paragraph (c)) 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 the Rights Agreement between Unigene Laboratories, Inc. (the "Company") and Registrar and Transfer Company (the "Rights Agent"), dated as of December 20, 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly following receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates 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 alone and registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. The omission of a legend in substantially shall not affect the following form:enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth twentieth business day after the Shares Share Acquisition Date or and (ii) the tenth twentieth 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 of, or first public announcement of the intent intention of any Person to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than the Company, any wholly-wholly owned Subsidiary of the Company, Company or 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 Planplan) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 3015% or more of the total number of the outstanding Outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A hereto, evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 the Effective Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Effective Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Effective Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Effective Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 the Effective Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date or and the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between SYLVAN LEARNING SYSTEMS, INC. and STATE STREET BANK & TRUST COMPANY, dated as of October 7, 1996, 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 SYLVAN LEARNING 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. SYLVAN LEARNING SYSTEMS, INC. will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly following receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or 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 cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of Distribution Date, (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for representing Common Shares registered in the names of the record holders thereof (which certificates representing Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates), and together with a copy of the Summary of Rights, (yii) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of the underlying Common Shares. , and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) As soon promptly as practicable after the Distribution Record Date, the Company shall send a copy of the Summary of Rights Agent will sendto Purchase Preferred Shares in substantially the form attached hereto as Exhibit C, by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company as of such date. (c) Rights shall be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Verilink Corporation and EquiServe Trust Company, N.A., dated as of November 29, 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 Verilink Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. Verilink Corporation 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, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent shall, if requested, send), by first-class, insured, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held, subject to adjustment. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date (or, if such tenth (10th) calendar day shall occur before the Record Date, then the Close of Business on the Record Date) or (ii) the Close of Business on the tenth day (10th) Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer by any Person, other than an Excluded Person, is first published or sent or given within the consummation meaning of which would result in beneficial ownership by a Person of 30% or more Rule 14d-4(a) of the total number of the outstanding Common Shares (Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become an Acquiring Person, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; Rights (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Shares Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company or, in the case of uncertificated shares of Common Stock of the Company, registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such shares (which certificates shall and notations, as applicable, will also be deemed to be Right Certificates) certificates or notations for Rights), and not by separate Right Certificatescertificates or notations, as applicable, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares. Stock of the Company. (b) As soon as practicable after the Distribution Date, the Rights Agent will will, at the Company’s expense send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, 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 Share 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. (bc) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock of the Company and Book Entry Shares, as applicable, outstanding as prior to the Close of March 20, 1986, until Business on the Distribution Record Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company or Book Entry Shares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for shares of Common Shares outstanding on March 20, 1986, Stock of the Company (with or without a copy of the Summary of Rights attached thereto, Rights) outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate or Book Entry Share. (cd) Certificates for Rights will be issued in respect of all shares of Common Shares Stock of the Company that are issued (whether as an original issuance or from the Company’s treasury) after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Expiration Date. Certificates for the Common Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date or the Final Expiration Date Date, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SECTION 382 RIGHTS AGREEMENT BETWEEN INTERNAP CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (as such terms are defined in Section 7) shall have impressed onOR ANY SUCCESSOR THERETO), printed onAS RIGHTS AGENT, written on or otherwise affixed DATED AS OF DECEMBER 18, 2019, AS AMENDED, RESTATED, RENEWED, SUPPLEMENTED OR EXTENDED FROM TIME TO TIME (THE “TAX PRESERVATION RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF INTERNAP CORPORATION AND THE STOCK TRANSFER ADMINISTRATION OFFICE OF THE RIGHTS AGENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE TAX PRESERVATION RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. INTERNAP CORPORATION MAY REDEEM THE RIGHTS AT A REDEMPTION PRICE OF $0.001 PER RIGHT, SUBJECT TO ADJUSTMENT, UNDER THE TERMS OF THE TAX PRESERVATION RIGHTS AGREEMENT. INTERNAP CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE TAX PRESERVATION RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO OR HELD BY ACQUIRING PERSONS OR ANY AFFILIATES OR ASSOCIATES THEREOF (AS DEFINED IN THE TAX PRESERVATION RIGHTS AGREEMENT), AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION, IF ANY, TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. With respect to them any Book Entry Shares, a legend in substantially similar form will be included in a notice to the following form:record holder of such shares in accordance with applicable law. With respect to such certificates for shares of Common Stock of the Company or Book Entry Shares, as applicable, containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, (i) the Rights associated with the shares of Common Stock of the Company represented by such certificates or Book Entry Shares will be evidenced solely by such certificates or Book Entry Shares, (ii) the registered holders of shares of Common Stock of the Company will also be the registered holders of the associated Rights and (iii) the surrender for transfer of any such certificates or Book Entry Shares (with or without a copy of the Summary of Rights) will also constitute the transfer of the Rights associated with the shares of Common Stock of the Company represented thereby. Notwithstanding this Section 3(d), the omission of the legend required hereby, the inclusion of a legend that makes reference to a rights agreement or similar plan other than this Agreement or the failure to provide notice thereof will not affect the enforceability of any part of this Agreement or the rights of any holder of Rights. (e) In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the legend referred to in Section 3(d) on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. (f) The Company will make available, or cause to be made available, promptly after the Record Date, a copy of the Summary of Rights to any holder of Rights who may so request in writing from time to time prior to the Expiration Date.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Shares Acquisition Date Date, or (ii) the close of business on the tenth day Business Day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) 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 consummation Beneficial Owner of which would result in beneficial ownership by a Person of 3020% or more of the total number of the outstanding Common Shares then outstanding (the earlier of such dates, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates , being herein referred to as the "Distribution Date"), ): (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Corporation will prepare and execute and the Rights Agent will countersign, and the Rights Agent, if requested by the Corporation, will send, by first-class, insured, postage-postage prepaid mail, or, if requested by or on behalf of a holder, shall otherwise deliver, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each Common 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. (b) On March 20, 1986 or as soon as practicable thereafterPromptly following the Record Date, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for Common Shares outstanding as of March 20, 1986, the Record Date until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof together with a copy thereof, and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Rights shall be issued in respect of all Common Shares issued that shall become outstanding after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (Date, except as such terms are defined otherwise provided in Section 711(p). Certificates representing such Common Shares (and certificates delivered pursuant to Sections 6 and 7(d)) shall also be deemed to be Right Certificates, and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Xxxxxxx Xxxxxx Corporation and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of April 15, 1999 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Xxxxxxx Xxxxxx Corporation and available for inspection by the holder of this certificate. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Xxxxxxx Xxxxxx 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. In no event may the Rights be exercised after April 14, 2009. 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 Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation 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 cancelled and retired so that the Corporation 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 in substantially shall not affect the following form: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 Business Day after the Shares Acquisition Date (or, if the tenth Business 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 day Business Day (or such later date as the Board shall determine before such Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such Planplan) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number of the outstanding Common Shares then outstanding (including any or if such date which is after tenth Business Day occurs before the date Record Date, the Close of this Agreement and prior to Business on the issuance of the Rights; Record Date) (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and Rights associated with any uncertificated Common Shares will be evidenced (subject to the provisions of Section 3(d) hereof) by the registration of such Common Shares in the Company’s share register in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company; provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon the written request of the Company, the Rights Agent will sendcountersign (in manual, by first-classfacsimile, insuredor other electronic form), postage-prepaid mailand the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all relevant information and documents, in the discretion of the Rights Agent, at the expense of the Company, send or cause to be sent), to each record holder of Common Shares of the Company as of the close Close of business Business on the te Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall, as promptly as practicable, notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On March 20The Company will make available, 1986 or as soon promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a the Summary of Rights to Purchase Preferred Common Shares, in substantially the form attached of Exhibit B hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the close of business on March 20, 1986, at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for Common Shares of the Company outstanding as of March 20the Record Date, 1986or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until With respect to uncertificated Common Shares outstanding as of the Close of Business on the Record Date, unless and until the Distribution Date (or shall occur, the Rights will be evidenced by the registration of such Common Shares in the Company’s share register in the names of the holders thereof. Until the earlier of the Redemption Distribution Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares of the Company outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby, and the registration of transfer of ownership of any uncertificated Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares the ownership of which is so transferred. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23 hereof or an exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any Common Shares (including any Common Shares issued pursuant to an exchange) at any time thereafter. (c) Rights shall be issued in respect of all Common Shares outstanding as of the Record Date or issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the Expiration Date, the Company (x) shall, with respect to Common Shares so issued or sold (A) pursuant to the exercise of stock options or under any employee plan or arrangement or (B) upon the exercise, conversion or exchange of other securities issued by the Company or by any Subsidiary or Affiliate or Associate of the Company prior to the Distribution Date and (y) 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. (d) Certificates issued for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between ASA Gold and Precious Metals Limited and Computershare Trust Company, N.A., as Rights Agent, dated as of April 26, 2024, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ASA Gold and Precious Metals Limited. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. ASA Gold and Precious Metals Limited will mail to the holder of record of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. The Rights shall not be exercisable, and shall be void, so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. In the case of the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, such statements shall bear a legend in substantially the following form: The registration in the share register of ASA Gold and Precious Metals Limited of the Common Shares to which this statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in an Agreement between ASA Gold and Precious Metals Limited and Computershare Trust Company, N.A., as Rights Agent, dated as of April 26, 2024, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ASA Gold and Precious Metals Limited. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by such registration. ASA Gold and Precious Metals Limited will mail to the registered holder of such shares a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. The Rights shall not be exercisable, and shall be void, so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates and transaction statements containing the applicable foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates or registrations in the share register shall be evidenced by such certificates or registrations alone, and the surrender for transfer of any such certificate or registration of transfer of ownership of such uncertificated Common Shares of the Company shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. Notwithstanding this Section 3(d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Unit Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the General Partner prior to such time as any Person becomes an Acquiring Person) after the date of commencement by any Person (other than an Exempt Person) of, or after the date of the first public announcement of the intent intention of any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such Planan Exempt Person) to commence, a tender or exchange offer the successful consummation of which would result in beneficial ownership by a any Person (other than an Exempt Person) becoming the Beneficial Owner of 30Common Units aggregating 15% or more of the total number of the then outstanding Common Shares Units (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates certificates, or Book Entries, for Common Shares Units registered in the names of the holders thereof (which certificates or Book Entries in each case shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesUnits made in accordance with the Partnership Agreement. As soon as practicable after the Distribution Date, the Partnership will prepare and execute, the Rights Agent will countersign, and the Partnership will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Units as of the close Close of business Business on the Distribution DateDate (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyPartnership, a Right Certificatecertificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right for each Common Share Unit so held, subject to adjustment as provided for herein. If an adjustment in the number of Rights per Unit has been made pursuant to Section 11 hereof, then at the time of distribution of the Right Certificates, the Partnership shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred solely by the transfer of the Right Certificates as permitted hereby, separately and apart from any transfer of one or more Units, and the holders of such Right Certificates as listed in the records of the Partnership or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company Partnership will send a copy of a Summary of Rights to Purchase Preferred SharesCommon Units, in substantially the form attached of Exhibit B hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares Units as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the CompanyPartnership. With respect to certificates or Book Entries for Common Shares Units outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together (with a copy of the Summary of RightsRights attached thereto) or by the Book Entries for Units, respectively. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares Units outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, or the transfer of any Unit outstanding on the Record Date represented by a Book Entry, shall also constitute the transfer of the Rights associated with the Common Shares Units represented therebyby such certificate or Book Entry. (c) Certificates Unless the General Partner by resolution adopted at or before the time of the issuance (including pursuant to the exercise of options under the Partnership’s benefit plans) of any Units specifies to the contrary, certificates for Common Shares issued Units which become outstanding (including reacquired Units referred to in Section 3(d)) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Unit Purchase Rights Agreement, dated as of December 4, 2008, as it may be amended from time to time (the “Rights Agreement”), between Magellan Midstream Partners, L.P. (the “Partnership”) and Computershare Trust Company, N.A., the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Partnership. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Partnership will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person (or any Affiliate or Associate thereof) (as such terms are defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Units represented by such certificates shall be evidenced by such certificates alone, and the transfer of any Units evidenced by such certificate shall also constitute the transfer of the Rights associated with the Units represented thereby. (d) If the Partnership purchases or acquires any Units after the Record Date but prior to the Distribution Date, any Rights associated with such Units shall be cancelled and retired so that the Partnership shall not be entitled to exercise any Rights associated with such Units.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Shares Acquisition Date or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Voting Power aggregating 20% or more of the total number of the outstanding Common Shares Voting Power (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"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares of the Company registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying Common SharesShares of the Company, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent will shall countersign and send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares of the Company as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares of the Company as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of March 20, 1986, the Record Date until the Distribution DateDate (or the earlier redemption, expiration, exchange or termination of the Rights), the Rights will be evidenced by such certificates for the Common Shares of the Company registered in the names of the holders thereof together with a copy of the Summary Common Shares, and the registered holders of the Common Shares of the Company shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration, exchange or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate of the certificates for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary Company outstanding in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares represented therebyby such certificate. (c) Certificates for the Common Shares of the Company issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date redemption, expiration, exchange or termination of the Final Expiration Date (as such terms are defined in Section 7) Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an agreement between The Laclede Group, Inc. (the "Company") and UMB Bank, n.a., as Rights Agent, dated as of October 1, 2001 as it may be supplemented or amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) may expire or may be redeemed, exchanged or be evidenced by separate certificates, and 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 promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, expiration, exchange or termination of the Rights), the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented by such certificates. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares that are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date (or if such tenth 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 day Business Day (or such later date as may be determined by the Board) after the date of commencement of, on which a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed, or established by the Company for or pursuant to the terms of any such Planplan) to commence, a tender or exchange offer is first commenced within the consummation meaning of which would result in beneficial ownership by a Person of 30% or more Rule 14d-2(a) of the total number of General Rules and Regulations under the outstanding Common Shares Exchange Act, if upon consummation thereof, such Person would become 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 (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates (as hereinafter defined) 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, insured, postage-prepaid mail, (i) to each record holder of Class A Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates for Class A Rights, in substantially the form of Exhibit B hereto (a "Right Certificate"the “Class A Rights Certificates”), evidencing one Class A Right for each Class A Common Share so held, subject to adjustment as provided herein and (ii) to each record holder of Class B Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more certificates for Class B Rights, in substantially the form of Exhibit C hereto (the “Class B Rights Certificates” and together with the Class A Rights Certificates, the “Rights Certificates”), evidencing one Class B Right for each Class B Common Share so held, subject to adjustment as provided herein. 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 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. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series A Preferred SharesStock, in substantially the form attached hereto as Exhibit C D (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the earliest of the Distribution Date, Redemption Date, or Final Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date (Date, the Redemption Date, or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, shall also constitute the transfer of the Rights associated with such Common Shares. (c) Rights shall be issued in respect of all Common Shares which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date, Redemption Date or Final Expiration Date. Certificates for Common Shares issued 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 Schnitzer Steel Industries, Inc. and Xxxxx Fargo Bank, N.A., dated as of March 2021, 19862006 (the “Rights Agreement”), with the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Schnitzer Steel Industries, Inc. and 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. The Company or without the Rights Agent, Xxxxx Fargo Bank, N.A., or its successors and assigns, will mail to the holder of this certificate a copy of the Summary Rights Agreement without charge promptly following receipt of a written request therefor. Under certain circumstances set forth in the Rights attached theretoAgreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented therebyby such certificates. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Issue of Right Certificates. (a) Until the earlier Close of (i) Business on the tenth day 10th Business Day after the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to before the issuance of the Rights; ), such date being the earlier of such dates being herein referred to as the "“Distribution Date"”), (xi) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates where the context so requires) and not by separate Right Certificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each Common Share so held, subject to adjustment under Section 11(i). If an adjustment in the number of Rights per Common Share has been made under 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 under Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date (or the earlier Redemption Date, Early Expiration Date, or Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy thereof, and the registered holders of the Summary 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 (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued that become outstanding after March 20, 1986 but prior to the earlier Record Date and (i) before the earliest of the Distribution Date or Date, the Redemption Date Date, or the Final Expiration Date or (as such terms are defined in Section 7ii) upon the exercise or conversion, before the earliest of the Redemption Date, the Early Expiration Date, or the Final Expiration Date, of any option or other security exercisable for or convertible into Common Shares, which option or other security is outstanding on the Distribution Date, shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between The Finish Line, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, dated as of August 28, 2017 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor to its Secretary from such holder. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) may become null and void. With respect to certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date, the Early Expiration Date, or the Final Expiration Date, the Rights associated with the Common 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 such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. If the Company purchases or acquires any Common Shares after the Record Date but before 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 that are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Acquisition Date (or, if the tenth Business 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 day Business Day (or such later date as the Board shall determine before such Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such Planplan) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number of the outstanding Common Shares then outstanding (including any or if such date which is after tenth Business Day occurs before the date Record Date, the Close of this Agreement and prior to Business on the issuance of the Rights; Record Date) (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and Rights associated with any uncertificated Common Shares will be evidenced (subject to the provisions of Section 3(d) hereof) by the registration of such Common Shares in the Company’s share register in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesShares of the Company; provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon the written request of the Company, the Rights Agent will sendcountersign (in manual, by first-classfacsimile, insuredor other electronic form), postage-prepaid mailand the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all relevant information and documents, in the discretion of the Rights Agent, at the expense of the Company, send or cause to be sent), to each record holder of Common Shares of the Company as of the close Close of business Business on the te Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall, as promptly as practicable, notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On March 20The Company will make available, 1986 or as soon promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a the Summary of Rights to Purchase Preferred Common Shares, in substantially the form attached of Exhibit B hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the close of business on March 20, 1986, at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for Common Shares of the Company outstanding as of March 20the Record Date, 1986or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until With respect to uncertificated Common Shares outstanding as of the Close of Business on the Record Date, unless and until the Distribution Date (or shall occur, the Rights will be evidenced by the registration of such Common Shares in the Company’s share register in the names of the holders thereof. Until the earlier of the Redemption Distribution Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares of the Company outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby, and the registration of transfer of ownership of any uncertificated Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares the ownership of which is so transferred. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23 hereof or an exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any Common Shares (including any Common Shares issued pursuant to an exchange) at any time thereafter. (c) Rights shall be issued in respect of all Common Shares outstanding as of the Record Date or issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the Expiration Date, the Company (x) shall, with respect to Common Shares so issued or sold (A) pursuant to the exercise of stock options or under any employee plan or arrangement or (B) upon the exercise, conversion or exchange of other securities issued by the Company or by any Subsidiary or Affiliate or Associate of the Company prior to the Distribution Date and (y) 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. (d) Certificates issued for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between ASA Gold and Precious Metals Limited and Computershare Trust Company, N.A., as Rights Agent, dated as of December 31, 2023, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ASA Gold and Precious Metals Limited. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. ASA Gold and Precious Metals Limited will mail to the holder of record of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. The Rights shall not be exercisable, and shall be void, so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. In the case of the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, such statements shall bear a legend in substantially the following form: The registration in the share register of ASA Gold and Precious Metals Limited of the Common Shares to which this statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in an Agreement between ASA Gold and Precious Metals Limited and Computershare Trust Company, N.A., as Rights Agent, dated as of December 31, 2023, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ASA Gold and Precious Metals Limited. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by such registration. ASA Gold and Precious Metals Limited will mail to the registered holder of such shares a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. The Rights shall not be exercisable, and shall be void, so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates and transaction statements containing the applicable foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates or registrations in the share register shall be evidenced by such certificates or registrations alone, and the surrender for transfer of any such certificate or registration of transfer of ownership of such uncertificated Common Shares of the Company shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. Notwithstanding this Section 3(d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer to acquire Corporation Securities by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which to acquire Corporation Securities would result in beneficial ownership by a any Person of 30% or more of the total number of the outstanding Common Shares becoming an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such the dates being herein referred to as in clauses (i) or (ii), the "“Distribution Date")”) without giving effect to restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock, as more fully set forth below. As soon as practicable after the Company has (A) notified the Rights Agent in writing of the occurrence of the Distribution Date, (B) provided the Rights Agent will with written instructions, and (C) provided or caused the Rights Agent to be provided with all other information (including mailing information) which the Rights Agent may reasonably request, the Company shall prepare and execute, and the Rights Agent shall countersign and send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a "the “Right Certificate"”), evidencing one Right for each share of Common Share 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. Until the Rights Agent receives written notice of the Distribution Date from the Company, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on March 20, 1986Record Time, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock outstanding in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for the Common Shares Stock issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date redemption, expiration or termination of the Final Expiration Date (as such terms are defined in Section 7) Rights shall be deemed also to be 5 certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially the following form:: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Section 382 Rights Agreement between Reinsurance Group of America, Incorporated (the “Company”) and Mellon Investor Services LLC (or any successor thereto), as Rights Agent, as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and 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 promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier 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. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Shares Acquisition Date or and (ii) the later of (A) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer or intention to commence a tender or exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity Person holding Common Shares for or pursuant to the terms of any such Planplan in a fiduciary capacity) to commenceis first published, announced, sent, or given within the meaning of Rule 14d-4(A) of the General Rules and Regulations under the Exchange Act, the consummation of which tender or exchange offer would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more (or in the case of a Grandfathered Person, more than the Grandfathered Percentage) of the then outstanding Common Shares, or (B) if such a tender or exchange offer has been published, announced, sent, or given before the consummation date this Rights Agreement was entered into, then the close of which would result in beneficial ownership business on the tenth Business Day after the date this Rights Agreement was entered into (or such later date as may be determined by a Person of 30% or more action of the total number Board of Directors prior to such time as any Person becomes an Acquiring Person; the outstanding Common Shares earlier of such dates referred to in (including i) and (ii) of this subsection (a), which date may include any such date which is after the date of this Agreement and but prior to the issuance of the Rights; the earlier of such dates , being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common SharesShares (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 requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterafter the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, the Record Date at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all Common Shares of the Company that become outstanding (whether originally issued or delivered from treasury) after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date, the Redemption Date, or the Final Expiration Date. Certificates for Common Shares of the Company which become outstanding (whether originally issued or delivered from treasury) after the Record Date or but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) 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 PYR ENERGY CORPORATION, and U.S. STOCK TRANSFER CORPORATION dated as of January 31, 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PYR ENERGY 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. PYR ENERGY CORPORATION, will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefore. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who is, was, or becomes an Acquiring Person or any Affiliate or Associate therefore (as such terms are defined in the Rights Agreement) or specified transferees of such Acquiring Person (or Affiliate or Associate thereof), may become null and void and no longer transferable. After the Record Date but prior to the earlier of the Distribution Date, the Redemption Date, and the Final Expiration Date, if new certificate(s) representing Common Shares of the Company are issued in connection with the transfer, split up, combination or exchange of certificate(s) representing Common Shares of the Company or if new certificate(s) representing Common Shares of the Company are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear the foregoing legend. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend in substantially shall not affect the following form:enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Voting Power aggregating 20% or more of the total number of the outstanding Common Shares Voting Power (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"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock, as more fully set forth below. As soon as practicable after the Distribution Date, Company has notified the Rights Agent will of the occurrence of the Distribution Date and provided the Rights Agent with all necessary information, the Company shall prepare and execute, and the Rights Agent shall countersign and send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right for each share of Common Share 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. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock outstanding in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for the Common Shares Stock issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date redemption, expiration or termination of the Final Expiration Date (as such terms are defined in Section 7) Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following form:effect: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a 1998 Rights Agreement dated as of November 17, 1998 between NS Group, Inc. (the "Company") and Registrar and Transfer Company (the "Rights Agreement"), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and 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 promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier 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. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth day Business Day after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any wholly-owned Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than an Exempt Person) of 3025% or more of the total number of the outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Shares 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 Exhibit B hereto (a "Right Certificate")A, evidencing one Right for each Common Share so held, subject to adjustments as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) hereof, 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) 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. (b) On March 20, 1986 or as soon As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage-postage- prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued in respect of all Common Shares which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend referring to the Rights and this Agreement in substantially such form as is satisfactory to the following form:Company and the Rights Agent. (d) With respect to such certificates bearing the legend referred to in paragraph 3(c) above, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

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 Date Time occurs, or (ii) the tenth day Business Day (or such specified or unspecified later date on or after the date Record 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 commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intent intention of any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such Planan Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the consummation Company which, together with the shares of which would result in beneficial ownership such stock already owned by a Person of 30such Person, constitutes 10% or more of the total number outstanding Common Stock of the outstanding Common Shares Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Common Shares Stock of the Company registered in the names of the holders thereof of Common Stock of the Company (which certificates for Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common SharesStock. As soon as practicable after the Distribution Date, the Rights Agent Company will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage-prepaid mail, to each record holder of its Common Shares Stock as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock of the Company outstanding as of March 20, 1986the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock and the registered in the names holder of the holders thereof together with a copy Common Stock shall also be the registered holder of the Summary of associated Rights. Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final the Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares Stock of the Company outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached theretoRecord Date, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or, if the tenth 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 day Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such Planplan) to commence, of a tender or exchange offer the consummation of which would result in beneficial ownership by a any Person of 30% or more of the total number of the outstanding Common Shares becoming an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSections 3(b), 3(c) of this Section 3and 3(d) hereof) by (A) in the case of Common Shares held in certificated form, the certificates for Common Shares of the Company registered in the names of the holders thereof either containing a legend substantially in the form set forth in Section 3(c) or together with a copy of the Summary of Rights and (B) in the case of Common Shares held in uncertificated form, by the account balances indicated in the Book-Entries registered in the names of the holders of such shares together with a copy of the Summary of Rights or a written statement containing the Rights Notice (which certificates certificates, either containing a legend substantially in the form set forth in Section 3(c) or together with a Summary of Rights, or account balances, together with a copy of the Summary of Rights or a written statement containing the Rights Notice, shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights, including the right to receive Right Certificates Certificates, will be transferable only in connection with the transfer of the underlying Common Shares, and (z) the registered holders of the Common Shares will also be the registered holders of the associated Rights. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced (subject to Sections 3(c) and 3(d) hereof) by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. With respect to Book-Entries for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced (subject to Sections 3(c) and 3(d) hereof) by the account balances indicated in such Book-Entries registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date represented by certificates or Book-Entry, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. (c) Certificates for Rights shall be issued in respect of all Common Shares that become outstanding (whether originally issued or delivered from treasury and including, without limitation, reacquired Common Shares referred to in Section 3(e)) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates issued for Common Shares (including, without limitation, upon original issuance, delivery from treasury, upon transfer, split up, combination or exchange of Common Shares, or upon replacement of certificate(s) that have been mutilated, destroyed, lost or stolen) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) 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 the Rights Agreement between Tandy Leather Factory, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., dated as of June 6, 2013, as it may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. 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, the securities or property for which the Rights may be exercised may be adjusted, and the Rights may be redeemed, may be exchanged, may expire, or may be amended. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) WHO BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) BECOME NULL AND VOID. With respect to all certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. Notwithstanding this Section 3(c), neither the omission of the legend required hereby, nor the inclusion of a legend that makes reference to a rights agreement other than this Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. (d) With respect to Book-Entries made after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (including, without limitation, upon original issuance of Common Shares, delivery of Common Shares from treasury, upon transfer, split up, combination or exchange of Common Shares, or upon replacement of certificate(s) for Common Shares that have been mutilated, destroyed, lost or stolen), the Company shall cause to be sent to the registered holder of such Common Shares within a reasonable time thereafter a written statement containing a rights notice (the “Rights Notice”), which Rights Notice shall be in substantially the form of the following form:legend and may be provided as part of or together with any notice with respect to Common Shares that may be required by applicable law: Preferred share purchase rights are associated with the Common Shares of the Company pursuant to the Rights Agreement between Tandy Leather Factory, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., dated as of June 6, 2013, as it may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be associated with and trade together with the Common Shares of the Company. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, the securities or property for which the Rights may be exercised may be adjusted, and the Rights may be redeemed, may be exchanged, may expire, or may be amended. The Company will mail to the holder of Common Shares of the Company a copy of the Rights Agreement without charge after receipt of a written request therefor. AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) WHO BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) BECOME NULL AND VOID. With respect to Book-Entries for Common Shares for which a written statement containing the Rights Notice has been sent, until the Distribution Date, the Rights associated with the Common Shares of the Company reflected by such Book-Entries shall be evidenced by such Book-Entries together with a written statement containing the Rights Notice, and the transfer of such Common Shares, with or without a written statement containing the Rights Notice, shall also constitute the transfer of the Rights associated with such Common Shares. Notwithstanding this Section 3(d), neither the omission of the legend required hereby, nor the inclusion of a legend that makes reference to a rights agreement other than this Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. (e) In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company that are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as the Board of Directors shall determine) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any wholly-owned Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than an Exempt Person) of 3015% or more of the total number of the outstanding Common Shares Company Securities (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares Company Securities registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Company Securities; provided, however, no Distribution Date will occur as a result of (i) the execution of the Merger Agreement, (ii) the execution of the Stock Option Agreement, (iii) the consummation of the Mergers or (iv) the acquisition or transfer of shares of Common SharesStock by Bergen Xxxxxxxx pursuant to the Stock Option Agreement. As soon as practicable after the Distribution DateDate and upon receipt of all necessary information, the Rights Agent will send, by first-first- class, insured, postage-prepaid mail, to each record holder of Common Shares Company Securities as of the close Close of business Business on the Distribution Date, or, with respect to Company Securities so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Company Securities 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 Exhibit B hereto A, (a the "Right Certificate"), ) evidencing one Right for each Common Share Company Security so held, subject to adjustments as provided herein. In the event that an adjustment in the number of Rights per Company Security has been made pursuant to Section 11(i) hereof, 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) 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. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Company Securities outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Company Securities registered in the names of the holders thereof together with a copy of the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares Company Securities outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares Company Securities represented thereby. (c) Rights shall be issued in respect of all Company Securities which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for Common Shares Company Securities issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined including, without limitation, reacquired Company Securities referred to in Section 7the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between AmeriSource Health Corporation (the "Company") and Mellon Investor Services LLC, as Rights Agent, dated as of March 16, 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly following receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates bearing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Company Securities represented by such certificates shall be evidenced by such certificates alone and registered holders of Company Securities shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Company Securities represented by such certificates. In the event that the Company purchases or acquires any Company Securities after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Company Securities shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Company Securities which are no longer outstanding.

Issue of Right Certificates. (a) Until From the date of this Agreement until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Share Acquisition Date Date, or (ii) the Close of Business on the tenth day Business Day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, 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, that Person would be the Beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number of the outstanding 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 earliest of such dates being herein referred to as (i) and (ii), the "“Distribution Date"), ”): (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Shares registered in the names of the holders thereof of the Common Shares (which certificates shall for Common Shares will be considered also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will sendwill, at the Company’s expense, send by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company or the Company’s transfer agent, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As If an adjustment in the number of Rights per Common Share of the Company has been made pursuant to Section 11(o), the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) 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. After the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20With respect to certificates for the Common Shares issued prior to the Close of Business on the Record Date, 1986 the Rights will be evidenced by those certificates for the Common Shares on or as soon until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), 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 redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Shares outstanding prior to the close of business on the date of this Agreement will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. (c) As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, Shares in substantially the form attached hereto as of Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect . (d) Certificates for all Common Shares issued after the Record Date, but prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights, will be considered also to be certificates for Common Shares outstanding Rights, and will bear a legend (in addition to any other legends required by law or by the Company’s governing documents), substantially in the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder Rights Agreement between Associated Estates Realty Corporation, an Ohio corporation (the “Company”), and National City Bank, a national banking association, as rights agent (the “Rights Agent”), dated as of March 20December 30, 19862008 (as amended, until supplemented or otherwise modified from time to time, the Distribution Date“Rights Agreement”), the terms of which are incorporated by reference herein and a copy of which is on file at the principal offices of the Company and the stock transfer administration office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, the Rights will be evidenced by such separate certificates registered and will no longer be evidenced by this certificate. The Company may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Under certain circumstances, Rights issued to or held by Acquiring Persons or by any Affiliates or Associates thereof (as defined in the names Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights are not exercisable, and are void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the holders thereof together Rights in such jurisdiction has not been obtained. The Rights associated with a copy of the Summary of Rights. Until Common Shares represented by certificates containing the foregoing legend will be evidenced by those certificates alone until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), and the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall those certificates will also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for by those certificates. If the Company purchases or acquires any Common Shares issued after March 20, 1986 the Record Date but prior to the earlier Distribution Date, any Rights associated with those Common Shares will be considered canceled and retired so that the Company is not entitled to exercise any Rights associated with the Common Shares that are no longer outstanding. The failure to print the foregoing legend on any certificate representing Common Shares or any defect therein will not affect in any manner whatsoever the application or interpretation of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:7(e).

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 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 wholly-owned 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) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in beneficial ownership by a be an Acquiring Person of 30% or more of the total number of the outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such the dates in subsection (i) and (ii) hereof being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common the Ordinary Shares registered in the names of the holders thereof of the Ordinary Shares (which certificates for the Ordinary Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common the Ordinary Shares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Rights Agent Agent, at the Company's expense, will send, send by first-class, insured, postage-postage prepaid mail, to each record holder of Common Ordinary Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A hereto, evidencing one Right for each Common Ordinary Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Ordinary Shares, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Common Ordinary Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common the Ordinary Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Ordinary Shares, and the registered in holders of Ordinary Shares shall also be the names registered holders of the holders thereof together with a copy of the Summary of associated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate of the certificates for Common the Ordinary Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Ordinary Shares represented therebyby such certificate. (c) Certificates for Common Rights shall be issued in respect of all Ordinary Shares issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are term is defined in Section 7) ), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Ordinary Shares shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between EXEL Limited and ChaseMellon Shareholder Services, L.L.C. dated as of September 11, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of EXEL Limited. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. EXEL Limited 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 set forth in the Rights Agreement, Rights may become null and void. 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 shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Ordinary Shares represented by 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 Ordinary Shares represented by such certificate.

Issue of Right Certificates. (a) Until the earlier of Distribution Date, (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for representing Common Shares registered in the names of the record holders thereof (which certificates representing Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates), and (yii) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Company), and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) Promptly upon request, the Company shall send a copy of this Agreement by first-class, postage prepaid mail, to any record holder of Common Shares requesting the same (or, at the Company’s option, shall send a letter summarizing the terms of the Rights), at the address of such holder shown on the records of the Company as of such date. (c) Rights shall be issued by the Company in respect of all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Equifax Inc. and SunTrust Bank dated as of October 14, 2005 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Equifax Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. Equifax Inc. 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, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. With respect to Right Certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (d) The Company shall promptly notify the Rights Agent of the occurrence of a Distribution Date and request its transfer agent to provide to the Rights Agent a shareholder list together with all other relevant information. As soon promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersign and shall, at the Company’s expense, send or cause to be sent (and the Rights Agent shall, if requested, send), by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i) 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 shall be evidenced solely by such Right Certificates. (b) On March 20, 1986 . The failure to mail a Right Certificate shall not affect the legality or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as validity of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date (or, if such tenth (10th) calendar day shall occur before the Record Date, then the Close of Business on the Record Date) or (ii) the Close of Business on the tenth day (10th) Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer by any Person, other than an Excluded Person, is first published or sent or given within the consummation meaning of which would result in beneficial ownership by a Person of 30% or more Rule 14d-4(a) of the total number of the outstanding Common Shares (Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become an Acquiring Person, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; Rights (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Shares Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company or, in the case of uncertificated shares of Common Stock of the Company, registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such shares (which certificates shall and notations, as applicable, will also be deemed to be Right Certificates) certificates or notations for Rights), and not by separate Right Certificatescertificates or notations, as applicable, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares. Stock of the Company. (b) As soon as practicable after the Distribution Date, the Rights Agent will will, at the Company’s expense send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, 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 Share 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. (bc) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock of the Company and Book Entry Shares, as applicable, outstanding as prior to the Close of March 20, 1986, until Business on the Distribution Record Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company or Book Entry Shares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for shares of Common Shares outstanding on March 20, 1986, Stock of the Company (with or without a copy of the Summary of Rights attached thereto, Rights) outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate or Book Entry Share. (cd) Certificates for Rights will be issued in respect of all shares of Common Shares Stock of the Company that are issued (whether as an original issuance or from the Company’s treasury) after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Expiration Date. Certificates for the Common Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date or the Final Expiration Date Date, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SECTION 382 RIGHTS AGREEMENT BETWEEN GTT COMMUNICATIONS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (as such terms are defined in Section OR ANY SUCCESSOR THERETO), AS RIGHTS AGENT, DATED AS OF AUGUST 7) shall have impressed on, printed on2019, written on or otherwise affixed AS AMENDED, RESTATED, RENEWED, SUPPLEMENTED OR EXTENDED FROM TIME TO TIME (THE “TAX PRESERVATION RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF GTT COMMUNICATIONS. INC. AND THE STOCK TRANSFER ADMINISTRATION OFFICE OF THE RIGHTS AGENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE TAX PRESERVATION RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. GTT COMMUNICATIONS, INC. MAY REDEEM THE RIGHTS AT A REDEMPTION PRICE OF $0.0001 PER RIGHT, SUBJECT TO ADJUSTMENT, UNDER THE TERMS OF THE TAX PRESERVATION RIGHTS AGREEMENT. GTT COMMUNICATIONS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE TAX PRESERVATION RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO OR HELD BY ACQUIRING PERSONS OR ANY AFFILIATES OR ASSOCIATES THEREOF (AS DEFINED IN THE TAX PRESERVATION RIGHTS AGREEMENT), AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION, IF ANY, TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. With respect to them any Book Entry Shares, a legend in substantially similar form will be included in a notice to the following form:record holder of such shares in accordance with applicable law. With respect to such certificates for shares of Common Stock of the Company or Book Entry Shares, as applicable, containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, (i) the Rights associated with the shares of Common Stock of the Company represented by such certificates or Book Entry Shares will be evidenced solely by such certificates or Book Entry Shares, (ii) the registered holders of shares of Common Stock of the Company will also be the registered holders of the associated Rights and (iii) the surrender for transfer of any such certificates or Book Entry Shares (with or without a copy of the Summary of Rights) will also constitute the transfer of the Rights associated with the shares of Common Stock of the Company represented thereby. Notwithstanding this Section 3(d), the omission of the legend required hereby, the inclusion of a legend that makes reference to a rights agreement or similar plan other than this Agreement or the failure to provide notice thereof will not affect the enforceability of any part of this Agreement or the rights of any holder of Rights. (e) In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the legend referred to in Section 3(d) on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. (f) The Company will make available, or cause to be made available, promptly after the Record Date, a copy of the Summary of Rights to any holder of Rights who may so request in writing from time to time prior to the Expiration Date.

Issue of Right Certificates. (a) Until From the date of this Agreement until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Share Acquisition Date Date, or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, 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, that Person would be the Beneficial Owner of which would result in beneficial ownership by a Person of 3021% or more of the total number of the outstanding 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 (i) and (ii), the "“Distribution Date"), ”): (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Shares registered in the names of the holders thereof of the Common Shares (which certificates shall for Common Shares will be considered also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will sendwill, at the Company’s expense, send by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company or the Company’s transfer agent, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As If an adjustment in the number of Rights per Common Share of the Company has been made pursuant to Section 11(o), the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) 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. After the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20With respect to certificates for the Common Shares issued prior to the Close of Business on the Record Date, 1986 the Rights will be evidenced by those certificates for the Common Shares on or as soon until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), 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 redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Shares outstanding prior to the close of business on the date of this Agreement will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. (c) As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, Shares in substantially the form attached hereto as of Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect . (d) Certificates for all Common Shares issued after the Record Date, but prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights, will be considered also to be certificates for Common Shares outstanding Rights, and will bear a legend (in addition to any other legends required by law or by the Company’s governing documents), substantially in the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Mxxxxx’x Foods, Inc., an Ohio corporation (the “Company”), and Firstar Bank, N.A., a national banking association, as rights agent (the “Rights Agent”), dated as of March 20April 8, 19861999 (the “Rights Agreement”), until the Distribution Dateterms of which are incorporated by reference herein and a copy of which is on file at the principal offices of the Company and the stock transfer administration office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, the Rights will be evidenced by such separate certificates registered and will no longer be evidenced by this certificate. The Company may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Under certain circumstances, Rights issued to or held by Acquiring Persons or by any Affiliates or Associates thereof (as defined in the names Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights are not exercisable, and are void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the holders thereof together Rights in such jurisdiction has not been obtained. The Rights associated with a copy of the Summary of Rights. Until Common Shares represented by certificates containing the foregoing legend will be evidenced by those certificates alone until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), and the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall those certificates will also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for by those certificates. If the Company purchases or acquires any Common Shares issued after March 20, 1986 the Record Date but prior to the earlier Distribution Date, any Rights associated with those Common Shares will be considered canceled and retired so that the Company is not entitled to exercise any Rights associated with the Common Shares that are no longer outstanding. The failure to print the foregoing legend on any certificate representing Common Shares or any defect therein will not affect in any manner whatsoever the application or interpretation of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:7(e).

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after (10th) Business Day following the Shares Acquisition Date or (ii) the tenth day close of business on the fifteenth (15th) Business Day after the date of commencement of, on which a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such Planplan) to commenceis first commenced within the meaning of Rule 14d-2(a) of the Rules, a tender or exchange offer if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 30% fifteen percent (15%) or more of the total number of the outstanding 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 (i) and (ii) being herein referred to as the "Distribution Separation Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Separation Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Separation 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 hereto (a "Right Certificate")hereto, evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certifi- cates representing only whole numbers of Rights are distributed and cash xx xaid in lieu of any fractional Rights. As of and after the Distribution Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series A Preferred SharesStock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earliest of the earlier of Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Issue of Right Certificates. (a) Until the earlier Close of (i) Business on the tenth day after the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date Shares Acquisition Date which is after the date of this Agreement Plan and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (xi) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares Stock of the Company registered in the names of the holders thereof or by the certificates for the Series A Preferred Stock of the Company registered in the names of the holders thereof (which such certificates for the Common Stock and the Series A Preferred Stock shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesStock or the Series A Preferred Stock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, (x) to each record holder of Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so heldheld (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 (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). Upon conversion or exchange of any share of Series A Preferred Stock into shares of Common Stock, the Rights associated with such share of Series A Preferred Stock will automatically be extinguished, and a Right will be issued in respect of each such share of Common Stock. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20the Record Date, 1986 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 and to each record holder of Series A Preferred Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock of the Company outstanding as of March 20, 1986the Record Date and certificates for Series A Preferred Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier earliest of the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares Stock or Series A Preferred Stock of the Company outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented thereby. (c) Certificates for such Common Shares issued Stock or Series A Preferred Stock which become outstanding after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Plan between Century Aluminum Company and Computershare Trust Company, N.A., dated as of September 29, 2009, as it may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Century Aluminum Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Century Aluminum Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As set forth in the Plan, Rights beneficially owned by any Person (as defined in the Plan) who becomes an Acquiring Person (as defined in the Plan) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock or Series A 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 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 or Series A Preferred Stock of the Company represented thereby. In the event that the Company purchases or acquires any Common Stock or Series A Preferred Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock or Series A Preferred Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock or Series A Preferred Stock of the Company which are no longer outstanding.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the consummation meaning of which would result in beneficial ownership by a Person of 30% or more Rule 14d-4(a) of the total number Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become the Beneficial Owner of more than 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) of the outstanding Common Shares then outstanding (and, if such Person is an Original Partner, such person’s Beneficial Ownership of Common Shares and OP Units after consummation would cause the Economic Interest of such Person to exceed such Person’s Original Economic Interest) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Shares 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 also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock of the Company. As soon as practicable after the Distribution Date, the Rights Agent will will, at the Company’s expense send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, 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 Share Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of March 20, 1986, until the Distribution Company issued prior to the Close of Business on the Record Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock of Rights attached thereto, the Company outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate. (c) Certificates for the Common Shares Stock of the Company issued after March 20the Record Date, 1986 but prior to the earlier of the Distribution Date or the Redemption Expiration Date, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Boston Properties, Inc. and Computershare Trust Company, N.A. (or any successor thereto), as Rights Agent, dated as of June 18, 2007 as amended, restated, renewed, supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Boston Properties, 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. Boston Properties, Inc. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. Boston Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the earlier of the Distribution Date or the Final Expiration Date, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. (as d) Notwithstanding anything in this Agreement to the contrary, in the event that prior to the earlier of the Distribution Date or the Expiration Date, any shares of Common Stock are retired and canceled in connection with the conversion of such terms are defined in Section 7shares to Excess Stock pursuant to Article IV(D) of the Company’s Certificate of Incorporation, then the associated Rights shall have impressed on, printed on, written on or otherwise affixed be deemed to them a legend in substantially the following form:be similarly retired and canceled.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule l4d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Voting Power aggregating 20% or more of the total number of the outstanding Common Shares Voting Power (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"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent will shall countersign and send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right for each share of Common Share 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. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock outstanding in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for the Common Shares Stock issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date redemption, expiration or termination of the Final Expiration Date (as such terms are defined in Section 7) Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following form:effect: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Kentucky Electric Steel, Inc. (the "Company") and Equiserve Trust Company, N.A. (the "Rights Agreement"), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, expire, exchanged or be evidenced by separate certificates and 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 promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier 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. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as the Board of Directors shall determine) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any wholly-owned Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than an Exempt Person) of 3015% or more of the total number of the outstanding Common Shares Company Securities (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares Company Securities registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Company Securities; provided, however, no Distribution Date will occur as a result of (i) the execution of the Merger Agreement, (ii) the execution of the Stock Option Agreement, (iii) the consummation of the Mergers or (iv) the acquisition or transfer of shares of Common SharesStock by Bergen Xxxxxxxx pursuant to the Stock Option Agreement. As soon as practicable after the Distribution DateDate and upon receipt of all necessary information, the Rights Agent will send, by first-first- class, insured, postage-prepaid mail, to each record holder of Common Shares Company Securities as of the close Close of business Business on the Distribution Date, or, with respect to Company Securities so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Company Securities 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 Exhibit B hereto A, (a the "Right Certificate"), ) evidencing one Right for each Common Share Company Security so held, subject to adjustments as provided herein. In the event that an adjustment in the number of Rights per Company Security has been made pursuant to Section 11(i) hereof, 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) 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. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Company Securities outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Company Securities registered in the names of the holders thereof together with a copy of the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares Company Securities outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares Company Securities represented thereby. (c) Rights shall be issued in respect of all Company Securities which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for Common Shares Company Securities issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined including, without limitation, reacquired Company Securities referred to in Section 7the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between AmeriSource Health Corporation (the "Company") and Mellon Investor Services LLC, as Rights Agent, dated as of March 16, 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly following receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates bearing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Company Securities represented by such certificates shall be evidenced by such certificates alone and registered holders of Company Securities shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Company Securities represented by such certificates. In the event that the Company purchases or acquires any Company Securities after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Company Securities shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Company Securities which are no longer outstanding.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the close of business on the tenth day Business Day after the Shares Stock Acquisition Date Date, or (ii) the close of business on the tenth day Business Day (or such other Business Day, if any, as the Board of Directors may determine in its sole discretion) after the date of the commencement ofby any Person, or first public announcement of the intent of any Person (other than the Companyan Exempt Person, any wholly-owned 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) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the consummation beneficial Owner of which would result in beneficial ownership by a Person of 3010% or more of the total number shares of Common Stock then outstanding, (the outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph Section 3 (b) of this Section 3hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will sendwill, at the Company's expense, send by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B A hereto (a the "Right CertificateCertificates"), evidencing one Right for each share of Common Share Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) hereof, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, With respect to certificates for the Company will send a copy of a Summary of Rights Common Stock issued prior to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Record Date, the Rights will be evidenced by such certificates registered in for the names Common Stock on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with a copy of the Summary Common Stock also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock outstanding prior to the date of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for the Common Shares Stock issued after March 20the Record Date, 1986 but prior to the Distribution Date (or the earlier redemption, expiration or termination of the Rights), shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Alpha Industries, Inc. and American Stock Transfer & Trust Company as Rights Agent, dated as of December 5, 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 offices of Alpha 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. Alpha Industries, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Alpha Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. (d) The Rights associated with the Common Stock represented by certificates containing the legend in paragraph (c) above shall be evidenced by the Common Stock certificates alone until the Distribution Date (or the Redemption earlier redemption, expiration or termination of the Rights), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Shares of Common Stock which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any defect therein shall not affect in any manner whatsoever the Final Expiration Date (as such terms are defined in application or interpretation of the provisions of Section 77(e) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Voting Power aggregating 10% or more of the total number of the outstanding Common Shares Voting Power (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"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent will shall countersign and send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right for each share of Common Share 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. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding in respect of which Rights have been issued shall also constitute the transfer 6 of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed, printed or written on, or otherwise affixed to them a legend substantially to the following effect: This certificate for Common Shares outstanding also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of August 7, 1998 between AMERCO and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement"), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on March 20file at the principal executive offices of AMERCO. Under certain circumstances, 1986as set forth in the Rights Agreement, with such Rights may expire or without may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. AMERCO will mail to the holder of this certificate a copy of the Summary Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights attached theretoissued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier 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 Shares Stock represented thereby. (c) Certificates for by such certificates. In the event that the Company purchases or acquires any Common Shares issued Stock after March 20, 1986 the Record Date but prior to the earlier Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms Common Stock which are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the --------------------------- tenth day after the Shares Acquisition Date or (ii) the tenth day after the date of the commencement of, or of the first public announcement of the intent intention of any Person (other than the Company, any wholly-owned 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 Planplan) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number outstanding Common Shares, unless such date is extended by the Board of Directors of the outstanding Common Shares Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:so

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after Business Day following the Shares Acquisition Date or (ii) the tenth day close of business on the fifteenth (15th) Business Day (or such later date as may be determined by action of the Board prior to the time as any Person becomes an Acquiring Person) after the date of commencement of, on which a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such Planplan) to commenceis first commenced within the meaning of Rule 14d-2(a) of the Rules, a tender or exchange offer if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number of the outstanding 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 (i) and (ii) being herein referred to as the "Distribution Separation Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. The Company must promptly notify the Rights Agent in writing and request the transfer agent to provide a shareholders list. As soon as practicable after the Distribution DateRights Agent receives such written notice and shareholders list, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Separation 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 hereto (a "Right Certificate")hereto, evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as As soon as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series A Preferred SharesStock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy and the registered holders of the Summary Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earliest of the earlier of Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary of Rights attached thereto, Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Separation Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN DAISYTEK INTERNATIONAL CORPORATION AND CHASEMELLON SHAREHOLDERS SERVICES, L.L.C. DATED AS OF OCTOBER 15, 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 DAISYTEK INTERNATIONAL 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. DAISYTEK INTERNATIONAL CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

Issue of Right Certificates. (a) Until the earlier Close of (i) Business on the tenth day after the Shares Acquisition Date or (ii) the tenth day after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date Shares Acquisition Date which is after the date of this Agreement Plan and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (xi) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares Stock of the Company registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book entry form (which “Book Entry Shares”), by notation in book entry (such certificates for the Common Stock and Book Entry Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so heldheld (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). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Notwithstanding anything in this Plan to the contrary, a “Distribution Date” shall not be deemed to have occurred solely as the result of (i) the execution and performance of the Merger Agreement, the CapitalSource Stock Option Agreement or the Voting Agreements, (ii) the consummation of the Merger, or (iii) the consummation of any other transaction contemplated by the Merger Agreement, the CapitalSource Stock Option Agreement or the Voting Agreements. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company will send (by first-class, postage-prepaid mail at the address shown on the records of the Company) to each record holder of Common Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights to Purchase Series A Preferred SharesStock, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock and Book Entry Shares of the Company outstanding as of March 20, 1986the Record Date, until the Distribution Date, Date the Rights will be evidenced by such certificates or Book Entry Shares registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier earliest of the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares Stock or Book Entry Share of the Company outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock or Book Entry Share of the Company represented thereby. (c) Certificates for such Common Shares issued Stock which become outstanding after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Tax Benefit Preservation Plan between CapitalSource Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, dated as of July 22, 2013, as it may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) may be redeemed, may become exercisable for securities or assets of the Company, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become null and void (including if they are “Beneficially Owned” by an “Acquiring Person” or an “Affiliate” thereof, as such terms are defined in the Plan, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. CapitalSource Inc. will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As set forth in the Plan, Rights beneficially owned by any Person (as defined in the Plan) who becomes an Acquiring Person or an Affiliate of any Acquiring Person shall become null and void. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by such certificates and Book Entry Shares shall be evidenced by such certificates or Book Entry Shares alone, and the surrender for transfer of any such certificate or Book Entry Share (prior to the earliest of 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 of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock of the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Plan or the rights of any holder of the Rights. (d) Nothing in this Plan shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Plan by virtue of the execution and performance of the Merger Agreement, the CapitalSource Stock Option Agreement or the Voting Agreements or by virtue of the Merger or any of the other transactions contemplated by the Merger Agreement, the CapitalSource Stock Option Agreement or the Voting Agreements, including without limitation the consummation thereof.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such Planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in beneficial ownership by a any Person becoming the Beneficial Owner of 30Voting Power aggregating 10% or more of the total number of the outstanding Common Shares Voting Power (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"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent will shall countersign and send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right for each share of Common Share 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. (b) On March 20, 1986 the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of March 20, 1986the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock outstanding in respect of 6 which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for the Common Shares Stock issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date redemption, expiration or termination of the Final Expiration Date (as such terms are defined in Section 7) Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following form:effect: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of August 7, 1998 between AMERCO and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement"), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of AMERCO. Under certain circumstances, as set forth in the Rights Agreement, such Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. AMERCO 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, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier 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. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth business day after the Shares Share Acquisition Date or (ii) the close of business on the tenth business day (or such later day 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 commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, that a tender or exchange offer by any Person is first published, sent or given within the consummation meaning of which would result in beneficial ownership by a Person of 30% or more Rule 14d-2(a) of the total number General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person (the earlier of the outstanding Common Shares (such dates, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates , being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more Right Certificatecertificates, in substantially the form of Exhibit B A hereto (a the "Right CertificateCertificates"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon As promptly as practicable thereafterafter the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof for Common Shares together with a copy of the Summary of Rights, and the registered holders of Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier earliest of the Redemption Date, Exchange Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyby such certificate. (c) Certificates for Rights shall be issued in respect of all Common Shares issued which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date, the Exchange Date or the Final Expiration Date Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Emons Transportation Group, Inc. (the "Company") and American Stock Transfer & Trust Company, dated as of April 23, 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As described in the Rights Agreement, Rights beneficially owned by (i) an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in Section 7the Rights Agreement), (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such or (iii) under certain circumstances, a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee before or concurrently with the Acquiring Person becoming such, shall have impressed onbecome null and void. With respect to such certificates containing the foregoing legend, printed onuntil the earliest of the Distribution Date, written on the Redemption Date, the Exchange Date or otherwise affixed the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and the registered holders of Common Shares shall also be the holders of the associated Rights, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to them a legend in substantially the following form:Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day (10th) Business Day after the Shares Acquisition Date or (ii) the Close of Business on the tenth day (10th) Business Day (or such later date as the Board of Directors of the Company shall determine) after the date of commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any wholly-owned Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, 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) to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person of 30% or more of the total number of the outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Shares), and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Shares 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 Exhibit B hereto (a "Right Certificate")A, evidencing one Right for each Common Share so held, subject to adjustments as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7(e) hereof. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) hereof, 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) 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. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof together with a copy of the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or Final Expiration Date (as such terms are defined in Section 7 hereof))Date, the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued in respect of all Common Shares which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for Common Shares issued after March 20, 1986 the Record Date but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date (as such terms are defined including, without limitation, reacquired Common Shares referred to in Section 7the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them a legend or statement in substantially the following form:: This statement also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Crown Holdings, Inc. (the “Company”) and Equiniti Trust Company as Rights Agent, dated as of November 7, 2022 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this statement. The Company will mail to the holder of this statement a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly following receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates bearing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any Common Shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Shares to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the shareholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of Common Shares, may have certain rights thereunder. In the event that Common Shares are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such Common Shares. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Unit Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the General Partner prior to such time as any Person becomes an Acquiring Person) after the date of commencement by any Person (other than an Exempt Person) of, or after the date of the first public announcement of the intent intention of any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such Planan Exempt Person) to commence, a tender or exchange offer the successful consummation of which would result in beneficial ownership by a any Person (other than an Exempt Person) becoming the Beneficial Owner of 30Common Units aggregating 15% or more of the total number of the then outstanding Common Shares Units (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates certificates, or Book Entries, for Common Shares Units registered in the names of the holders thereof (which certificates or Book Entries in each case shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common SharesUnits made in accordance with the Partnership Agreement. As soon as practicable after the Distribution Date, the Partnership will prepare and execute, the Rights Agent will countersign, and the Partnership will send or cause to be sent (and the Rights Agent will, if requested, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Units as of the close Close of business Business on the Distribution DateDate (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyPartnership, a Right Certificatecertificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right for each Common Share Unit so held, subject to adjustment as provided for herein. If an adjustment in the number of Rights per Unit has been made pursuant to Section 11 hereof, then at the time of distribution of the Right Certificates, the Partnership shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred solely by the transfer of the Right Certificates as permitted hereby, separately and apart from any transfer of one or more Units, and the holders of such Right Certificates as listed in the records of the Partnership or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On March 20the Record Date, 1986 or as soon as practicable thereafter, the Company Partnership will send a copy of a Summary of Rights to Purchase Preferred SharesCommon Units, in substantially the form attached of Exhibit B hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares Units as of the close Close of business Business on March 20, 1986the Record Date, at the address of such holder shown on the records of the CompanyPartnership. With respect to certificates or Book Entries for Common Shares Units outstanding as of March 20, 1986the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together (with a copy of the Summary of RightsRights attached thereto) or by the Book Entries for Units, respectively. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7 hereof)Date), the surrender for transfer of any certificate for Common Shares Units outstanding on March 20, 1986the Record Date, with or without a copy of the Summary of Rights attached thereto, or the transfer of any Unit outstanding on the Record Date represented by a Book Entry, shall also constitute the transfer of the Rights associated with the Common Shares Units represented therebyby such certificate or Book Entry. (c) Certificates Unless the General Partner by resolution adopted at or before the time of the issuance (including pursuant to the exercise of options under the Partnership’s benefit plans) of any Units specifies to the contrary, certificates for Common Shares issued Units which become outstanding (including reacquired Units referred to in Section 3(d)) after March 20, 1986 the Record Date but prior to the earlier earliest of the Distribution Date or Date, the Redemption Date or the Final Expiration Date (as such terms are defined in Section 7) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Unit Purchase Rights Agreement, dated as of December 3, 2008, as it may be amended from time to time (the “Rights Agreement”), between Magellan Midstream Holdings, L.P. (the “Partnership”) and Computershare Trust Company, N.A., the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Partnership. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Partnership will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person (or any Affiliate or Associate thereof) (as such terms are defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Units represented by such certificates shall be evidenced by such certificates alone, and the transfer of any Units evidenced by such certificate shall also constitute the transfer of the Rights associated with the Units represented thereby. (d) If the Partnership purchases or acquires any Units after the Record Date but prior to the Distribution Date, any Rights associated with such Units shall be cancelled and retired so that the Partnership shall not be entitled to exercise any Rights associated with such Units.

Issue of Right Certificates. (a) Until From the earlier date hereof until the earliest of (i) the close of business on the tenth day Business Day after the Shares Share Acquisition Date or Date, (ii) the close of business on the tenth day Business Day (or such other Business Day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date of the commencement ofby any Person, or first public announcement of the intent of any Person (other than the Companyan Exempt Person, any wholly-owned 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) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in beneficial ownership by a Person of 3020% or more of the total number Common Shares then outstanding or (iii) the determination by the Board of Directors of the outstanding Common Shares 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 earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Shares (including, without limitation, any certificates for shares of common stock of the Company's predecessor in interest which represent Common Shares) registered in the names of the holders thereof of the Common Shares (which certificates shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares. As soon as practicable practica- ble after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and provided the Rights Agent with all necessary information and materials, the Rights Agent will send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(o) hereof, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, With respect to certificates for the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of issued prior to the close of business on March 20, 1986, at the address Record Date (regardless of whether such holder shown on the records certificates bear a legend referencing a prior shareholder rights agreement of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution DateCompany or its predecessor in interest), the Rights will be evidenced by such certificates registered in for the names Common Shares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with a copy of the Summary Common Shares also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for of the Common Shares outstanding on March 20, 1986, with or without a copy prior to the date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the such Common Shares represented therebyShares. (c) Certificates for the Common Shares issued after March 20the Effective Time, 1986 but prior to the earlier of the Distribution Date or the Redemption redemption, expiration or termination of the Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between XOMA Ltd. and Mellon Investor Services LLC, as Rights Agent, dated as of February 26, 2003, as may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of XOMA Ltd. 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. XOMA Ltd. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. XOMA Ltd. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons, Adverse Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone until the Distribution Date (or the Final Expiration Date (as earlier redemption, expiration or termination of the Rights), and the transfer of any Common Shares shall also constitute the transfer of the Rights associated with such terms Common Shares. In the event that the Company purchases or acquires any Common Shares after the Effective Time but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are defined no longer outstanding. The failure to print the foregoing legend on any such certificate for the Common Shares or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 77(e) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:hereof.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the close of business on the tenth day Business Day after the Shares Stock Acquisition Date or Date, (ii) the close of business on the tenth day Business Day (or such other Business Day, if any, as the Board of Directors may determine in its sole discretion) after the date of the commencement ofby any Person, or first public announcement of the intent of any Person (other than the Companyan Exempt Person, any wholly-owned 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) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the consummation beneficial Owner of which would result in beneficial ownership by a Person of 3015% or more of the total number shares of Common Stock then outstanding, or (iii) the determination by the Board of Directors of the outstanding Common Shares 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 earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will sendwill, at the Company's expense, send by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each share of Common Share Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) hereof, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, With respect to certificates for the Company will send a copy of a Summary of Rights Common Stock issued prior to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of March 20, 1986, until the Distribution Record Date, the Rights will be evidenced by such certificates registered in for the names Common Stock on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with a copy of the Summary Common Stock also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock outstanding prior to the date of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for the Common Shares Stock issued after March 20the Record Date, 1986 but prior to the earlier of the Distribution Date or the Redemption redemption, expiration or termination of the Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: (d) The Rights associated with the Common Stock represented by certificates containing the legend in paragraph (c) above shall be evidenced by the Common Stock certificates alone until the Distribution Date (or the Final Expiration earlier redemption, expiration or termination of the Rights), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date (as but prior to the Distribution Date, any Rights associated with such terms Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Shares of Common Stock which are defined no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 77(e) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:hereof.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day (10th) Business Day (or such later calendar day, if any, as the Board of Directors may determine in its sole discretion) after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, 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 could become the Beneficial Owner of which would result in beneficial ownership by a Person of 3020% or more of the total number shares of Common Stock of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3Agreement) by the certificates for the Common Shares 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 also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of the underlying shares of Common SharesStock of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will shall, at the Company’s expense send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B attached hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each share of Common Share 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) of this Agreement, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement) 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 shall be evidenced solely by such Right CertificatesCertificates and the Rights shall be transferable separately from the share of Common Stock of the Company. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of March 20, 1986, until the Distribution Company issued prior to the Close of Business on the Record Date, the Rights will shall be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock of Rights attached thereto, the Company outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate. (c) Certificates for the Common Shares Stock of the Company issued after March 20the Record Date, 1986 but prior to the earlier of the Distribution Date or the Redemption Expiration Date, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Cell Therapeutics, Inc. and Computershare Trust Company, N.A. (or any successor thereto), as Rights Agent, dated as of December 28, 2009 as amended, restated, renewed, supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Cell Therapeutics, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Cell Therapeutics, Inc. may redeem the Rights at a redemption price of $0.0001 per Right, subject to adjustment, under the terms of the Rights Agreement. Cell Therapeutics, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the earlier of the Distribution Date or the Final Expiration Date, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date (as but prior to the Distribution Date, any Rights associated with such terms Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are defined no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 77(e) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:of this Agreement.

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 day Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date of commencement of, or first public announcement of the intent of any Person (other than the Company, any wholly-owned 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) to commence, 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 could become the Beneficial Owner of which would result 10% (or in beneficial ownership by the case of a Person of 30% Grandfathered Person, the Grandfathered Percentage then applicable to such Grandfathered Person) or more of the total number shares of Common Stock of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Shares 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 also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common SharesStock of the Company. As soon as practicable after the Distribution Date, the Rights Agent will will, at the Company's expense send, by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B hereto (a the "Right CertificateCertificates"), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On March 20, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on March 20, 1986, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of March 20, 1986, until the Distribution Company issued prior to the Close of Business on the Record Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or Final Expiration Date (as such terms are defined in Section 7 hereof)Rights), the surrender for transfer of any certificate for Common Shares outstanding on March 20, 1986, with or without a copy of the Summary certificates for the Common Stock of Rights attached thereto, the Company outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate. (c) Certificates for the Common Shares Stock of the Company issued after March 20the Record Date, 1986 but prior to the earlier of the Distribution Date or the Redemption redemption, expiration or termination of the Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Xxxxxxx Pacific Properties, Inc. and First Chicago Trust Company of New York, as Rights Agent, dated as of June 19, 1999, as amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Xxxxxxx Pacific Properties, 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. Xxxxxxx Pacific Properties, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Xxxxxxx Pacific Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. (d) Notwithstanding anything in this Agreement to the contrary, in the event that prior to the earlier of the Distribution Date or the Final Expiration Date (as redemption, expiration or termination of the Rights, any shares of Common Stock of the Company are retired and canceled in connection with the conversion of such terms are defined in Section 7) shares to Excess Stock pursuant to Article III of the Company's Articles of Incorporation, then the associated Rights shall have impressed on, printed on, written on or otherwise affixed be deemed to them a legend in substantially the following form:be similarly retired and canceled.