Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day following the Shares Acquisition Date or (ii) the 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 on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "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 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 Separation Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit B 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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 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 (i) the close of business on the tenth Business Day following the Shares Acquisition Date or (ii) the 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 on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% twenty percent (20%) or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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 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 Separation Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit EXHIBIT B 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 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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B A Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 XXXXXXXX'X, ANCHOR BANCORP WISCONSIN INC. AND AMERICAN STOCK TRANSFER & FIRSTAR TRUST COMPANYCO., DATED AS OF SEPTEMBER 23JULY 22, 1998 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE REFER ENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'X, ANCHOR BANCORP WISCONSIN [INC. .] UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED EVI DENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. XXXXXXXX'X, 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 the Close of Business on (i) the close of business on the tenth Business Day following after the Shares Stock Acquisition Date Time, or (ii) the close of business on the fifteenth (15th) tenth Business Day (Day, or such specified or unspecified later date as may be determined by action of the Board prior to of Directors of the time as any Person becomes an Acquiring Person) Company, after the date of the commencement of (as determined by reference to Rule 14d-2(a), as in ef fect under the Exchange Act on which a tender the Record Date), or exchange offer by first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or such Subsidiary as a fiduciary pursuant to the terms of any such employee benefit plan) is first commenced within the meaning to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer for an amount of Rule 14d-2(a) Common Stock of the RulesCompany which, if upon consummation thereoftogether with the shares of such stock already beneficially owned by such Person, such Person would be the Beneficial Owner of constitutes 15% or more of the outstanding Common Shares then outstanding Stock of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCer tificate, in substantially the form of Exhibit B heretohereto (a "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In , subject to adjustment as provided herein and to the event that an adjustment in the number provisions 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Separation 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 and the registered holders of Common Stock with a copy of the Common Shares shall also be the registered holders Summary of the associated RightsRights attached thereto. Until the earliest of the Separation Distribution Date, the Redemption Expiration Date or and the Final Expiration Date, the surrender for transfer of any certificate of the certificates for Common Shares Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate. (c) Certificates for Common Shares Stock issued (or delivered from the Company's treasury) after the Record Date but prior to the earliest of the Separation Distribution Date, the Redemption Expiration Date or and 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 XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23, 1998 1996 (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas set forth in the Rights Agree ment, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESThe 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEand 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. XXXXXXXX'XWith respect to such certificates containing the foregoing legend, 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 AGREEMENTuntil the Distribution Date, RIGHTS ISSUED TOthe Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, 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 VOIDand 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 Business Day following day after the Shares Acquisition Date or (ii) the 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) tenth day after the date on which a tender of commencement of, or exchange offer by 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, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such planPlan) is first commenced within to commence, a tender or exchange offer the meaning consummation of Rule 14d-2(a) which would result in beneficial ownership by a Person of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 1530% 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretohereto (a "Right Certificate"), 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 As 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On March 20, 1986 or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockShares, 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 the Record DateMarch 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 the Record DateMarch 20, 1986, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders together with a copy of the Common Shares shall also be the registered holders Summary of the associated Rights. Until the earliest Distribution Date (or the earlier of the Separation Date, the Redemption Date or the Final Expiration DateDate (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 Record Date 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 the Record Date March 20, 1986 but prior to the earliest earlier of the Separation Date, 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 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.form:

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day following 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 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) tenth calendar day after the date on which of the commencement of, or first public announcement of the intent of any Person to commence, a tender or exchange offer by any Person (other than the Companyif, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B A hereto, evidencing one Right for each share of the Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Common 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in for the names of the holders thereof Common Stock, and the registered holders of the Common Shares Stock shall also be the registered regis- tered holders of the associated Rights. Until the earliest Distribution Date (or earlier redemption or expiration of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for Common Shares the Com- mon Stock outstanding on the 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date (as such 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 the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23, 1998 1996 (THE the "RIGHTS AGREEMENTRights 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 XXXXXXXX'Xthe 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, INCas set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESGENERAL 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEthe reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. XXXXXXXX'XUntil the Distribution Date, 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 AGREEMENTthe Rights associated with the Common Stock represented by cer- tificates containing the foregoing legend shall be evidenced by such certificates alone, 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 VOIDand 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 twentieth business on the tenth Business Day following day after the Shares Acquisition Date or and (ii) the close of twentieth business on the fifteenth (15th) Business Day day (or such later date as may be determined by action of the Board of Directors prior to the such time as any Person becomes an Acquiring Person) after the date on which of the commencement of, or first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by any a 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, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the Outstanding Common Shares then outstanding (including any such date that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B A 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 As 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Effective Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockShares, 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 the Record 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 the Record Effective Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders (together with a copy of the Common Shares shall also be the registered holders Summary of the associated Rights). Until the earliest of Distribution Date (or the Separation Date, the earlier Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date 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 the Record Effective Date but prior to the earliest of the Separation Distribution Date, the Redemption Date or and 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 XXXXXXXX'Xlegend 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYdated as of March 15, DATED AS OF SEPTEMBER 23, 1998 1996 as amended from time to time (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESPHH 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. XXXXXXXX'Xuntil the Distribution Date, 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 AGREEMENTthe Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, 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 VOIDand 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 Business Day following the Shares Acquisition Date or (ii) the 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 on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15% %) or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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 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 Separation Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit EXHIBIT B 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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 XXXXXXXX'X, CD RADIO INC. AND AMERICAN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23OCTOBER 22, 1998 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'X, 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. XXXXXXXX'X, 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 Close of business Business on the tenth Business Day following day after the Shares Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) Business Day tenth day (or such later date as may be determined by action of the Board of Directors prior to the such time as any Person becomes an Acquiring Person) after the date on which a tender or exchange offer of the commencement by any Person (other than the Companyan Exempt Person) of, any Subsidiary or of the Company, any employee benefit plan first public announcement of the Company or intention of any Subsidiary Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of the Company, or which would result in any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan(other than an Exempt Person) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be becoming the Beneficial Owner of 15Common Shares aggregating 20% or more of the then outstanding Common Shares then outstanding (including any such date that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit B heretohereto (a "Right Certificate"), 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 As 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockShares, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation 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 and the registered holders of the Common Shares shall also be the registered holders of the associated Rightsthereof. Until the earliest of Distribution Date (or the Separation Date, the earlier Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares 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 the Record Date but prior to the earliest of the Separation 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 XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Jostens, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYInc. and Norwest Bank Minnesota, DATED AS OF SEPTEMBER N.A., dated as of July 23, 1998 (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCInc. 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. UNDER CERTAIN CIRCUMSTANCESJostens, AS SET FORTH IN THE RIGHTS AGREEMENTInc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. XXXXXXXX'Xas set forth in the Rights Agreement, 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 AGREEMENTRights that are or were issued to any Person who becomes an Acquiring Person, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder thereof, MAY BECOME NULL AND VOIDmay 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) the close of business Business on the tenth Business Day following day after the Shares Acquisition Date or (ii) including any such Shares Acquisition Date which is after the close date of business on the fifteenth (15th) Business Day (or such later date as may be determined by action of the Board this Agreement and prior to the time as any Person becomes an Acquiring Person) after the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary issuance of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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 Separation 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 Separation 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, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretohereto (a “Right Certificate”), evidencing one Right for each Common Share so held. In the event held (other than with respect to Rights that an adjustment in the number of Rights per Common Share has been made have become void pursuant to Section 11(p11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof, at the time of distribution ). As and after 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 Separation 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) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockShares, 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 the 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 the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders together with a copy of the Common Shares shall also be the registered holders Summary of the associated RightsRights attached thereto. Until the Distribution Date (or the earliest of the Separation Redemption Date, the Redemption Early Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares 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 the Record Date but prior to the earliest of the Separation Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYas Rights Agent, DATED AS OF SEPTEMBER 23dated as of March 26, 1998 2009, as it may be amended from time to time (THE "RIGHTS AGREEMENT"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 XXXXXXXX'Xthe 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, INCas 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. UNDER CERTAIN CIRCUMSTANCESMirant 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEuntil 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. XXXXXXXX'XIn the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, 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 VOIDany 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 Close of business Business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of 15Voting Power aggregating 20% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the 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 substantially to the following legendeffect: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a 1999 Rights Agreement dated as of February 15, INC. AND AMERICAN STOCK TRANSFER 1999 between Xxxxxxx & TRUST COMPANYXxxxx, DATED AS OF SEPTEMBER 23Incorporated (the "Company") and ChaseMellon Shareholder Services, 1998 L.L.C. (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xas it may from time to time be supplemented or amended, INCthe 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 CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. XXXXXXXX'XThe 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, INCRights 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. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TOuntil the Distribution Date (or the earlier redemption, 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 AGREEMENTexpiration or termination of the Rights), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, MAY BECOME NULL AND VOIDand 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 Distribution Date, (i) the close of business on the tenth Business Day following the Shares Acquisition Date or (ii) the 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 on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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. As soon as practicable after , and (iii) the Separation Datesurrender 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 Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of associated with the Common Shares as of the close of business on the Separation Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit B 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 Separation Date, the Rights will be evidenced solely by such Right Certificatescertificates. (b) As soon promptly as practicable following after the Record Date, the Company will shall send a copy of a the Summary of Rights to Purchase Series B Preferred Stock, Shares in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, 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. With respect to certificates for Common Shares outstanding Company as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented therebydate. (c) Certificates for 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 earliest earlier of the Separation Distribution Date and the Expiration Date, the Redemption Date or the Final Expiration Date . Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legendlegend 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 XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYN.A., DATED AS OF SEPTEMBER 23dated as of November 29, 1998 2001 (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas 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. UNDER CERTAIN CIRCUMSTANCESVerilink 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. XXXXXXXX'Xthe Company shall prepare and execute, 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 AGREEMENTthe Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent shall, RIGHTS ISSUED TOif requested, 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 AGREEMENTsend), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERby first-class, MAY BECOME NULL AND VOIDinsured, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, evidencing one Right for each Common Share so held, subject to adjustment. As of and after the Distribution Date, the Rights shall be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the close Close of business Business on the tenth Business Day following (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 Close of business Business on the fifteenth tenth (15th10th) Business Day (or such later date calendar day, if any, as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Excluded Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be could become an Acquiring Person, including any such date which is after the Beneficial Owner date of 15% or more this Agreement and prior to the issuance of the Common Shares then outstanding Rights (the earlier earliest of (i) and (ii) such dates being herein referred to as the "Separation “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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit B heretohereto (the “Right 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 Share Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of the Company and Book Entry Shares, as applicable, outstanding prior to the Close of Business on the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof Company or Book Entry Shares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for shares of Common Shares Stock of the Company (with or without a copy of the Summary of Rights) outstanding on prior to the Record Date 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final 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 Expiration Date, shall have impressed onbe deemed also to be certificates for Rights, printed onand shall bear a legend, written on or otherwise affixed to them substantially in the following legendform set forth below: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SECTION 382 RIGHTS AGREEMENT BETWEEN XXXXXXXX'X, INC. INTERNAP CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (OR ANY SUCCESSOR THERETO), AS RIGHTS AGENT, DATED AS OF SEPTEMBER 23DECEMBER 18, 1998 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 EXECUTIVE OFFICES OF XXXXXXXX'X, INCINTERNAP 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. XXXXXXXX'XINTERNAP CORPORATION MAY REDEEM THE RIGHTS AT A REDEMPTION PRICE OF $0.001 PER RIGHT, INCSUBJECT 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 AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY FOLLOWING AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTCIRCUMSTANCES, RIGHTS ISSUED TO, TO OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN BY ACQUIRING PERSON PERSONS OR ANY AFFILIATE AFFILIATES OR ASSOCIATE ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE TAX PRESERVATION RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF AND ANY SUBSEQUENT HOLDER OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERRIGHTS, 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 any Book Entry Shares, a legend in substantially similar form will be included in a notice to the 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 Business Day following after the Shares Acquisition Date Date, or (ii) the close of business on the fifteenth (15th) tenth 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 on which of the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, any such Person other than an Exempt Person would be the Beneficial Owner of 1520% or more of the Common Shares then outstanding (the earlier of (i) such dates, including any such date which is after the date of this Agreement and (ii) prior to the issuance of the Rights, being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, one or more Right Certificates, in substantially the form of Exhibit B heretohereto (the "Right Certificates"), 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 of the Right Certificates, the Company Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable Promptly following the Record Date, the Company Corporation will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")Shares, by first-class, 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 CompanyCorporation. With respect to certificates for Common Shares outstanding as of the Record Date, Date until the Separation Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof thereof, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of Distribution Date (or the Separation Expiration Date), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date Date, except as otherwise provided in Section 11(p). Certificates representing such Common Shares (and certificates delivered pursuant to Sections 6 and 7(d)) shall also be deemed 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 XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYas Rights Agent, DATED AS OF SEPTEMBER 23dated as of April 15, 1998 1999 as the same may be amended from time to time (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESXxxxxxx 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights issued to, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEor 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. XXXXXXXX'XIn no event may the Rights be exercised after April 14, INC2009. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF until the Distribution Date (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTor the earlier Expiration or Final Expiration Date), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe 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, MAY BECOME NULL AND VOIDand 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 shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day following calendar day after the Shares Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth 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 Personof Directors shall determine) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon the consummation thereof, such of which would result in beneficial ownership by a Person would be the Beneficial Owner (other than an Exempt Person) of 15% or more of the Common Shares then outstanding Company Securities (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the "Separation 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 Separation DateDistribution Date 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 Separation 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, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretoA, (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 Common Share Company Security has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, 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 the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates for Company Securities registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rightsthereof. Until the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares Company Securities outstanding on the 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date (including, without limitation, reacquired Company Securities referred to in the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYas Rights Agent, DATED AS OF SEPTEMBER 23dated as of March 16, 1998 2001 (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS SET FORTH IN THE RIGHTS AGREEMENTas in effect on the date of mailing, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEwithout charge promptly following receipt of a written request therefor. XXXXXXXX'XUnder certain circumstances, INCRights 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. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFORWith 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTIn 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, 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 VOIDany 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 the earlier of (i) the close Close of business Business on the tenth Business Day following calendar day after the Shares Unit Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board General Partner prior to the such time as any Person becomes an Acquiring Person) after the date on which a tender or exchange offer of commencement by any Person (other than an Exempt Person) of, or after the Company, any Subsidiary date of the Company, any employee benefit plan first public announcement of the Company or intention of any Subsidiary Person (other than an Exempt Person) to commence, a tender or exchange offer the successful consummation of the Company, or which would result in any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan(other than an Exempt Person) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be becoming the Beneficial Owner of Common Units aggregating 15% or more of the Common Shares then outstanding Common Units (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Separation “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 Separation 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 Separation DateDistribution Date (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, one or more Right Certificatesa certificate, in substantially the form of Exhibit B heretoA hereto (a “Right Certificate”), evidencing one Right for each Common Share Unit so held, subject to adjustment as provided for herein. In the event that If an adjustment in the number of Rights per Common Share Unit has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Right Certificates, the Company 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 and after the Separation 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) As soon as practicable following On the Record Date, or as soon as practicable thereafter, the Company Partnership will send a copy of a Summary of Rights to Purchase Series B Preferred StockCommon 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 the 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 the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders (with a copy of the Common Shares shall also be Summary of Rights attached thereto) or by the registered holders of the associated RightsBook Entries for Units, respectively. Until the earliest Distribution Date (or the earlier of the Separation Date, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Units outstanding on the 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 the Record Date but prior to the earliest of the Separation 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 XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain rights as set forth in a Unit Purchase Rights Agreement, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYdated as of December 3, DATED AS OF SEPTEMBER 232008, 1998 as it may be amended from time to time (THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xbetween Magellan Midstream Holdings, INCL.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 CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. XXXXXXXX'XThe 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, INCRights 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. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TOuntil the Distribution Date, OR HELD BYthe Rights associated with the Units represented by such certificates shall be evidenced by such certificates alone, ANY PERSON WHO ISand 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, 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 VOIDany 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 Business Day following day after the Shares Acquisition Date or (ii) the close of business on the fifteenth (15th) tenth 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 PersonBoard) after the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding become an Acquiring Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the "Separation DateDISTRIBUTION 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates for Rights, in substantially the form of Exhibit B heretohereto (the "RIGHTS CERTIFICATES"), 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(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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B A Preferred Stock, in substantially the form attached hereto as 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation 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 and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Distribution Date, the Redemption Date Date, or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date Date, shall also constitute the transfer of the Rights associated with the such Common Shares represented therebyShares. (c) Rights shall be issued in respect of all shares of Common Stock 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 Separation Distribution Date, the Redemption Date Date, or the Final Expiration Date shall have impressed on, printed on, written on 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 XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between iPayment, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYInc. and Wachovia Bank, DATED AS OF SEPTEMBER 23National Association, 1998 dated as of April [__], 2003 (THE 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'Xthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of iPayment, INCInc. and the Rights Agent. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. XXXXXXXX'XThe Company or the Rights Agent, INCWachovia Bank, National Association, or its successors and assigns, will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly following receipt of a written request therefor. 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 AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS ISSUED TORights issued to, OR HELD BYor held by, ANY PERSON WHO ISany Person who is, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. With respect to such 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.

Issue of Right Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of Voting Power aggregating 15% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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-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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the 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 substantially to the following legendeffect: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between VistaCare, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYInc. (the "Company") and EquiServe Trust Company, DATED AS OF SEPTEMBER 23N.A., 1998 as Rights Agent, as it may from time to time be supplemented or amended (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas 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. UNDER CERTAIN CIRCUMSTANCESThe Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. XXXXXXXX'Xuntil the Distribution Date (or the earlier redemption, 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 AGREEMENTexpiration or termination of the Rights), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, MAY BECOME NULL AND VOIDand 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 From the date hereof until the earlier of (i) the close Close of business Business on the tenth Business Day following (10th) calendar day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth tenth (15th10th) Business Day (or such later date calendar day, if any, as may be determined by action of the Board prior to the time as any Person becomes an Acquiring Personof Directors may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be could become the Beneficial Owner of 1520% or more of the shares of Common Shares Stock of the Company then outstanding (including any such date which is after the earlier date of this Agreement and prior to the issuance of the Rights) (i) and (ii) the earliest of such dates being herein referred to as the "Separation “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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit B heretoattached hereto (the “Right 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 Share Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificatesthis Agreement, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof 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 Separation 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) As soon as practicable following With respect to certificates for the Common Stock of the Company issued prior to the Close of Business on the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will shall be evidenced by such certificates registered in for the names Common Stock of the holders thereof Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date 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 the Record Date, but prior to the earlier of the Distribution Date or the 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 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 earliest Distribution Date, any Rights associated with such Common Stock of the Separation Date, Company shall be deemed canceled and retired so that the Redemption Date 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 Final Expiration Date shall have impressed on, printed on, written on application or otherwise affixed to them interpretation of the following 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 VOIDprovisions of Section 7(e) of this Agreement.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the close Close of business Business on the tenth Business Day following calendar day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date calendar day, if any, as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be could become the Beneficial Owner of 1510% (or in the case of a Grandfathered Person, the Grandfathered Percentage then applicable to such Grandfathered Person) or more of the shares of Common Shares Stock of the Company then outstanding (the earlier of (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit EXHIBIT B heretohereto (the "Right 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 Share Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of the Company issued prior to the Close of Business on the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date 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 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 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 earliest Distribution Date, any Rights associated with such Common Stock of the Separation DateCompany 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 Redemption event that prior to the earlier of the Distribution Date or the Final Expiration Date 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 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 the following 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 VOIDbe similarly retired and canceled.

Issue of Right Certificates. (a) Until the earlier of Triggering Date, (i) the close of business on the tenth Business Day following the Shares Acquisition Date or (ii) the 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 on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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 the Common Shares will 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 Common Shares. As soon as practicable after the Separation DateTriggering Date has occurred, the Company will prepare and execute, and the Rights Agent will countersign and send, by first-class, insured, postage-postage prepaid mail, at the expense of the Company, to each record holder of the Common Shares as of the close of business on the Separation Triggering Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B A hereto, evidencing one Right for each Common Share so held. In the event that an adjustment in the number held of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution record as of the Right Certificates, close of business on 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 RightsTriggering Date. As of and after the Separation close of business on the Triggering Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered issued in the names respect of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for all Common Shares issued (including but not limited to Common Shares that are treasury shares and subsequently become outstanding) or surrendered for transfer or exchange after the Record Date date of this Agreement but prior to the earliest earlier of the Separation Date, the Redemption Triggering Date or the Final Expiration Date shall Date. Certificates representing such Common Shares will 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 XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a rights agreement between Jx-Xxx Stores, INCInc., and a rights agent, as such rights agreement may be amended from time to time, a copy of which is on file at the principal executive offices of Jx-Xxx Stores, Inc. Under certain circumstances, as set forth in the rights agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. AND AMERICAN STOCK TRANSFER & TRUST COMPANYJx-Xxx Stores, DATED AS OF SEPTEMBER 23Inc., 1998 will mail to the holder of this certificate a copy of the rights agreement (THE "RIGHTS AGREEMENT")as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, 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'XRights that 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. Until the Triggering Date, INC. UNDER CERTAIN CIRCUMSTANCESthe Rights associated with the Common Shares represented by such certificates will be evidenced by such certificates alone, 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 VOIDand the surrender for transfer of any of such certificates will also constitute the surrender for transfer of the Rights associated with the Common Shares represented by such certificate.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the close Close of business Business on the tenth Business Day following calendar day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date calendar day, if any, as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be could become the Beneficial Owner of 1510% (or in the case of a Grandfathered Person, the Grandfathered Percentage then applicable to such Grandfathered Person) or more of the shares of Common Shares Stock of the Company then outstanding (the earlier of (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit EXHIBIT B heretohereto (the "Right 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 Share Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of the Company issued prior to the Close of Business on the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest Stock of the Separation 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 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 VOIDCompany represented by such certificate.

Issue of Right Certificates. (a) Until the earlier of (iv) the close of business on the tenth Business Day following after the Shares Stock Acquisition Date or (iivi) the close of business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of Voting Power aggregating 15% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will may elect to, but shall not be required to, send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the 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 substantially to the following legendeffect: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of August 2, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY2011 between Xxxxxx National Corporation (the "Company") and UMB Bank, DATED AS OF SEPTEMBER 23, 1998 N.A. (THE the "RIGHTS AGREEMENTRights Agent"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xas it may from time to time be supplemented or amended, INCthe 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 CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. XXXXXXXX'XThe 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, INCRights 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. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TOuntil the Distribution Date (or the earlier redemption, 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 AGREEMENTexpiration or termination of the Rights), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, MAY BECOME NULL AND VOIDand 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 following after the Shares Acquisition Date or (ii) the close of business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of 15Voting Power aggregating 20% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each Common Share of the Company so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockShares, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, Date until the Separation DateDistribution Date (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 of the Common Shares, and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration, exchange or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for Common Shares of the Company outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration, exchange or termination of the 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 the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain rights as set forth in an agreement between The Laclede Group, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYInc. (the "Company") and UMB Bank, DATED AS OF SEPTEMBER 23n.a., 1998 as Rights Agent, dated as of October 1, 2001 as it may be supplemented or amended from time to time (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas 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. UNDER CERTAIN CIRCUMSTANCESThe Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. XXXXXXXX'Xuntil the Distribution Date (or the earlier redemption, 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 AGREEMENTexpiration, 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 AGREEMENTexchange or termination of the Rights), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, MAY BECOME NULL AND VOIDand 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 Close of business Business on the tenth Business Day following 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 Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to the time as any shall determine before such Person becomes an Acquiring Person) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (or if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date) (the earlier of (i) and (ii) being herein referred to as the "Separation “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 Separation 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 Separation 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, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretoA hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation 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) As soon The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a the Summary of Rights to Purchase Series B Preferred StockCommon 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 the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Separation DateDistribution Date shall occur, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders together with a copy of the Summary of Rights attached thereto. With respect to uncertificated Common Shares shall also be the registered holders outstanding as of the associated RightsClose of Business on the Record Date, unless and until the Distribution Date 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 earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date 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 represented therebythe 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) Certificates for 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 earliest earlier of the Separation 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 Redemption 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 after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYN.A., DATED AS OF SEPTEMBER 23as Rights Agent, 1998 dated as of April 26, 2024, as it may be amended from time to time (THE "RIGHTS AGREEMENT"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 XXXXXXXX'Xthe 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, INCas 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. UNDER CERTAIN CIRCUMSTANCESASA 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEand 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. XXXXXXXX'XIn the case of the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, 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 AGREEMENTsuch 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, RIGHTS ISSUED TON.A., OR HELD BYas Rights Agent, ANY PERSON WHO ISdated as of April 26, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF 2024, as it may be amended from time to time (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTthe “Agreement”), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe 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, MAY BECOME NULL AND VOIDas 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 Close of business Business on the tenth Business Day following 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 Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to the time as any shall determine before such Person becomes an Acquiring Person) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (or if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date) (the earlier of (i) and (ii) being herein referred to as the "Separation “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 Separation 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 Separation 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, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretoA hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation 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) As soon The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a the Summary of Rights to Purchase Series B Preferred StockCommon 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 the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Separation DateDistribution Date shall occur, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders together with a copy of the Summary of Rights attached thereto. With respect to uncertificated Common Shares shall also be the registered holders outstanding as of the associated RightsClose of Business on the Record Date, unless and until the Distribution Date 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 earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date 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 represented therebythe 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) Certificates for 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 earliest earlier of the Separation 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 Redemption 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 after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYN.A., DATED AS OF SEPTEMBER 23as Rights Agent, 1998 dated as of December 31, 2023, as it may be amended from time to time (THE "RIGHTS AGREEMENT"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 XXXXXXXX'Xthe 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, INCas 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. UNDER CERTAIN CIRCUMSTANCESASA 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEand 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. XXXXXXXX'XIn the case of the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, 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 AGREEMENTsuch 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, RIGHTS ISSUED TON.A., OR HELD BYas Rights Agent, ANY PERSON WHO ISdated as of December 31, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF 2023, as it may be amended from time to time (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTthe “Agreement”), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe 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, MAY BECOME NULL AND VOIDas 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 Business Day following after the Shares Stock Acquisition Date or (ii) the close of business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of Voting Power aggregating 15% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the 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 substantially to the following legendeffect: 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 23This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of October 26, 1998 between Xxxxxx National Corporation (THE the "RIGHTS AGREEMENTCompany") and Norwest Bank Minnesota, N.A. (the "Rights Agent"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xas it may from time to time be supplemented or amended, INCthe 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 CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. XXXXXXXX'XThe 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, INCRights 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. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TOuntil the Distribution Date (or the earlier redemption, 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 AGREEMENTexpiration or termination of the Rights), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, MAY BECOME NULL AND VOIDand 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 earliest of (i) the close of business on the tenth Business Day following day after the Shares Acquisition Date or Date, (ii) the close of business on the fifteenth (15th) Business Day tenth business day (or such later date as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany) after the date on which that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15for 20% or more of the Common Shares then outstanding is first published or sent or given within the meaning of Rule 14d- 2(a) of the General Rules and Regulations under the Exchange Act, or (iii) the close of business on the tenth day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(E) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Separation Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) and (c) of this Section 3) by the certificates for the Common Shares 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 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 SharesShares (including a transfer to the Company). Upon the occurrence of an event described in clauses (i), (ii) or (iii) above, the Company shall give prompt notice thereof to the Rights Agent. As soon as practicable after of the Separation Distribution Date, the Rights Agent will sendbe evidenced solely by such Right Certificates. (b) On June 26, 1986 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Common Shares, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares as of the close of business on the Separation DateJune 26, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit B 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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, 1986 at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record DateJune 26, 1986, until the Separation Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof and the registered holders (together with a copy of the Common Shares shall also be the registered holders Summary of the associated Rights). Until the earliest of Distribution Date (or the Separation Date, the Redemption earlier Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on June 26, 1986, with or without a copy of the Record Date Summary of Rights attached hereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date June 26, 1986 but prior to the earliest earlier of the Separation Date, Distribution Date or the Redemption Expiration 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 XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Xxxxxxxxx Technology Corporation and American Stock Transfer & Trust Company, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYsuccessor to Xxxxxx Guaranty Trust Company of New York, DATED AS OF SEPTEMBER dated as of June 26, 1986, as amended as of May 11, 1989, as of April 23, 1998 1996 and as of June 12, 2000 (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Xxxxxxxxx Technology Corporation. Under certain circumstances, INCas set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESXxxxxxxxx Technology Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTRights issued to or held by Acquiring Persons, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEan Adverse Person or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. XXXXXXXX'XWith respect to such certificates containing the foregoing legend, 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 AGREEMENTuntil the Distribution Date, RIGHTS ISSUED TOthe Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, 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 VOIDand the surrender for transfer of any such certificates 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 Close of business Business on the tenth Business Day following calendar day after the Shares Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth 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 Personof Directors shall determine) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon the consummation thereof, such of which would result in beneficial ownership by a Person would be the Beneficial Owner (other than an Exempt Person) of 15% or more of the outstanding Common Shares then outstanding (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the "Separation 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 Separation 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 Separation 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, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretoA, 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(p11(i) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockRights, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders thereof and the registered holders (together with a copy of the Common Shares shall also be the registered holders Summary of the associated Rights). Until the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Rights Agreement between Crown Cork & Seal Company, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYInc. (the "Company") and First Chicago Trust Company of New York as Rights Agent, DATED AS OF SEPTEMBER 23dated as of May 25, 1998 2000 (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS SET FORTH IN THE RIGHTS AGREEMENTas in effect on the date of mailing, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEwithout charge promptly following receipt of a written request therefor. XXXXXXXX'XUnder certain circumstances, INCRights 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. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFORWith 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTIn 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, 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 VOIDany 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 From the date hereof until the earlier of (i) the close Close of business Business on the tenth Business Day following calendar day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date calendar day, if any, as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be become an Acquiring Person, including any such date which is after the Beneficial Owner date of 15% or more this Agreement and prior to the issuance of the Common Shares then outstanding Rights (the earlier earliest of (i) and (ii) such dates being herein referred to as the "Separation “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 or Series A Preferred Stock, as applicable, of the Company registered in the names of the holders thereof of the Common Stock or Series A Preferred Stock of the Company or, in the case of uncertificated shares of Common Stock or Series A Preferred 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 or Series A Preferred Stock of the Company. (b) As soon as practicable after the Separation 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 or Series A Preferred Stock of the Company as of the close Close of business Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit B heretohereto (the “Right Certificates”), evidencing one Right for each share of Common Share Stock or Series A Preferred 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 Share Stock or Series A Preferred Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock or Series A Preferred Stock of the Company and Book Entry Shares, as applicable, outstanding prior to the Close of Business on the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in for the names Common Stock or Series A Preferred Stock of the holders thereof Company or Book Entry Shares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock or Series A Preferred Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for shares of Common Shares Stock or Series A Preferred Stock of the Company (with or without a copy of the Summary of Rights) outstanding on prior to the Record Date date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock or Series A Preferred 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 or Series A Preferred Stock of the Company that are issued (whether as an original issuance or from the Company’s treasury or upon conversion of any shares of Series A Preferred Stock into Common Stock) after the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date. Certificates for the Common Stock or Series A Preferred Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date or the 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 Stockholder Rights Agreement between WisdomTree Investments, Inc. and Continental Stock Transfer & Trust Company (or any successor thereto), as Rights Agent, dated as of March 14, 2022, 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 WisdomTree Investments, 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. WisdomTree Investments, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. WisdomTree Investments, 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 impressed onbeen obtained or be obtainable. With respect to any Book Entry Shares, printed ona legend in substantially similar form will be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates for shares of Common Stock or Series A Preferred Stock of the Company or Book Entry Shares, written on 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 or Series A Preferred 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 or Series A Preferred 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 or Series A Preferred 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 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 otherwise affixed acquires any shares of Common Stock or Series A Preferred Stock of the Company after the Record Date but prior to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN Distribution Date (including, without limitation, upon conversion of any shares of Series A RIGHTS AGREEMENT BETWEEN XXXXXXXX'X, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23, 1998 (THE "RIGHTS AGREEMENT"Preferred Stock into shares of Common Stock), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND any Rights associated with such Common Stock or Series A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'XPreferred 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 or Series A Preferred 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, INC. UNDER CERTAIN CIRCUMSTANCESor cause to be made available, AS SET FORTH IN THE RIGHTS AGREEMENTpromptly after the Record Date, 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 VOIDa copy of the Summary of Rights to any holder of Rights who may so request from time to time prior to the Expiration Date.

Issue of Right Certificates. (a) Until the earlier Close of (i) the close of business Business on the tenth Business Day following day after the Shares Acquisition Date or (ii) including any such Shares Acquisition Date which is after the close date of business on the fifteenth (15th) Business Day (or such later date as may be determined by action of the Board this Plan and prior to the time as any Person becomes an Acquiring Person) after the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary issuance of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planRights) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation “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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretohereto (a “Right Certificate”), evidencing one Right for each Common Share so held. In held (other than with respect to Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) and (y) to each record holder of Series A Preferred Stock of the event that an adjustment in 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 per Common Share has been made 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(p11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof, at the time ). Upon conversion or exchange of distribution any share of the Right CertificatesSeries A Preferred Stock into shares of Common Stock, the Company shall make the necessary Rights associated with such share of Series A Preferred Stock will automatically be extinguished, and appropriate rounding adjustments (a Right will be issued in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers respect of Rights are distributed and cash is paid in lieu each such share of any fractional RightsCommon Stock. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following On the Record Date, or as soon as practicable thereafter, the Company will will, at its option, either send (by first-class, postage-prepaid mail at the address shown on the records of the Company) or make otherwise available to each record holder of Common Stock 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 Series B Preferred StockShares, 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 the 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 the Record Date and certificates for Series A Preferred Stock outstanding as of the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders together with a copy of the Common Shares shall also be the registered holders Summary of the associated RightsRights attached thereto. Until the Distribution Date (or the earliest of the Separation Redemption Date, the Redemption Early Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock or Series A Preferred Stock of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented thereby. (c) Certificates for such Common Shares issued Stock or Series A Preferred Stock which become outstanding after the Record Date but prior to the earliest of the Separation Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYN.A., DATED AS OF SEPTEMBER 23dated as of September 29, 1998 2009, as it may be amended from time to time (THE "RIGHTS AGREEMENT"the “Plan”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND 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 COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'XPreferred Stock of the Company represented by such certificates shall be evidenced by such certificates alone, INCand 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. UNDER CERTAIN CIRCUMSTANCESIn 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, 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 any Rights associated with such Common Stock or Series A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF 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 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 VOIDPreferred 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 Close of business Business on the tenth Business Day following calendar day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date calendar day, if any, as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be could become the Beneficial Owner of more than 15% (or more in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) of the 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 earlier Economic Interest of such Person to exceed such Person’s Original Economic Interest) (iincluding any such date which is after the date of this Agreement and prior to the issuance of the Rights) and (ii) the earliest of such dates being herein referred to as the "Separation “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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit B heretohereto (the “Right 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 Share Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of the Company issued prior to the Close of Business on the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date 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 the Record Date, but prior to the earlier of the Distribution Date or the 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 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 earliest Distribution Date, any Rights associated with such Common Stock of the Separation DateCompany 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 Redemption event that prior to the earlier of the Distribution Date or the Final Expiration Date Date, any shares of Common Stock are retired and canceled in connection with the conversion of such shares to Excess Stock pursuant to Article IV(D) of the Company’s Certificate of Incorporation, then the associated Rights shall have impressed on, printed on, written on or otherwise affixed be deemed 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 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 VOIDbe similarly retired and canceled.

Issue of Right Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of 15Voting Power aggregating 20% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation Date, Company has notified 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 Separation Date, at the address of such holder shown on the records occurrence of the Company, one or more Right Certificates, in substantially Distribution Date and provided the form of Exhibit B 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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 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 (i) the close of business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close of business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to the of Directors but in no event later than such time as any Person becomes an Acquiring Person) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(al4d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the prior written approval of a majority of the Board of Directors, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of 15Voting Power aggregating 25% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation Distribution Date"), (xA) 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 (yB) 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 Separation Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Separation Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit B 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 Separation Date, the Rights will be evidenced solely by such Right Certificates.shall (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the 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 the following 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 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Shorewood Packaging Corporation (THE the "RIGHTS AGREEMENTCompany") and The Bank of New York (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'Xas it may from time to time be supplemented or amended, INCthe 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 CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, expire, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. XXXXXXXX'XThe Company will mail to the holder of record of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, INCRights 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. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TOuntil the Distribution Date (or the earlier redemption, OR HELD BYexpiration In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, 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 VOIDany 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 Close of (i) the close of business Business on the tenth Business Day following 15th day after the Shares Acquisition Date or (ii) the close of business on the fifteenth (15th) Business Day (or including any such later date as may be determined by action of the Board prior to the time as any Person becomes an Acquiring Person) that is after the date on which a tender or exchange offer by any Person (other than of this Agreement and before the Company, any Subsidiary issuance of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any Rights; such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) date being herein referred to as the "Separation “Distribution Date"”), (x1) 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 when the context so requires) and not by separate Right Certificates, and (y2) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit B heretohereto (the “Right Certificates”), evidencing one Right for each Common Share so held, subject to adjustment pursuant to Section 11(i). In the event that If an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof11(i), at the time of distribution of the Right CertificatesCertificates are distributed, the Company shall may, to the extent provided in Section 14(a), make the necessary and appropriate rounding adjustments (as set forth in accordance with Section 14(a) hereof)) so that Right Certificates are distributed representing only whole numbers of Rights are distributed and pay cash is paid in lieu of any fractional RightsRights pursuant to Section 14(a). As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockShares, in substantially the form attached hereto as of Exhibit C hereto (the "“Summary of Rights"”), by first-first class, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier of the Separation Date, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares (including without limitation the surrender for transfer of any certificate for Common Shares outstanding on as of the Record Date Date), with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Notwithstanding any legend contained on any such surrendered stock certificate, from and after the Close of Business on the Record Date, the surrender for transfer of any such certificate for Common Shares shall not constitute the transfer of the rights granted pursuant to the Rights Agreement between the Company and Norwest Bank Minnesota, National Association (now known as Xxxxx Fargo Bank, N.A.), dated February 25, 2000 (the “Expiring Rights”), which Expiring Rights expire at the Close of Business on March 29, 2010. (c) Certificates for Common Shares issued that become outstanding after the Record Date but prior to and (1) before the earliest of the Separation Distribution Date, the Redemption Date or the Final Expiration Date or (2) upon the exercise or conversion, before the earlier of the Redemption 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 the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Graco Inc. (the “Company”) and Xxxxx Fargo Bank, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYN.A., DATED AS OF SEPTEMBER 23dated as of February 12, 1998 2010 (THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe 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, INCas set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESThe Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor from such holder. Under certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATERights that are or were beneficially owned by an Acquiring Person or any Associate or Affiliate thereof (as those terms are defined in the Rights Agreement) may become void. XXXXXXXX'XWith respect to such certificates containing any such legend, INCuntil 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, 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. 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 AGREEMENTIf the Company purchases or acquires any Common Shares after the Record Date but before the Distribution Date, 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 VOIDany 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 Business Day following the Shares Acquisition Date (or such later date as the Board may determine) or (ii) the 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 Personmay determine) after the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% twenty percent (20%) or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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 regis tered in the names of the holders thereof (which certificates certifi xxxxx shall 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 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 Separation Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit EXHIBIT B heretohereto (the "RIGHT CERTIFICATES"), evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B A Preferred Stock, in substantially substan tially 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 XXXXXXXX'XCHIC BY H.I.S, INC. AND AMERICAN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23FEBRUARY 28, 1998 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'XCHIC BY H.I.S, 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'XCHIC BY H.I.S, 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 Business Day following the Shares Acquisition Date (or such later date as the Board may determine) or (ii) the 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 Personmay determine) after the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% twenty percent (20%) or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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 regis tered in the names of the holders thereof (which certificates certifi cates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatessepxxxxx 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 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 Separation Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit EXHIBIT B heretohereto (the "RIGHT CERTIFICATES"), evidencing one Right for each Common Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B A Preferred Stock, in substantially substan tially 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 XXXXXXXX'XCHIC BY H.I.S, INC. AND AMERICAN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23FEBRUARY 28, 1998 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'XCHIC BY H.I.S, 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'XCHIC BY H.I.S, 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 Close of business on Business of the tenth Business Day following day after the Shares Acquisition Date or (ii) the close Close of business on Business of the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to the such time as any Person becomes an Acquiring Person) after the date on which a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan, or an Excluded Person or a Qualified Underwriter) is first commenced within the meaning of Rule 14d-2(a) of, or of the Rulesfirst public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, if upon a tender or exchange offer the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of Common Shares aggregating 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) such date being herein referred to as the "Separation “Distribution Date"”), (x) the Rights (unless earlier expired, redeemed or terminated) will (A) be attached to the Common Shares underlying the balances indicated in the book-entry account system of the transfer agent for the Common Stock, or, (B) in the case of certificated Common Shares, 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 in both cases of (A) and (B), 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 Separation 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 and documents, at the expense of the Company, send, ) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close Close of business Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right Certificates, in substantially the form of Exhibit B hereto, Certificate 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and if, such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice has been received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As soon as practicable following after the Record Date, the Company will send a copy of a the Summary of Rights to Purchase Series B Preferred Stock, 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 Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. Any failure to send a copy of the Summary of Rights shall not invalidate the Rights or affect their transfer with the Common Shares. With respect to certificates for representing Common Shares outstanding as of the Record Date, until the Separation Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders together with a copy of the Summary of Rights attached thereto. With respect to Common Shares shall also be underlying the registered holders balances indicated in the book-entry account system of the associated Rightstransfer agent for the Common Stock, until the Distribution Date, the Rights will be evidenced by such book-entry notations. Until the earliest Close of Business on the Separation Date, Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date Date, or of any Common Shares underlying the balances indicated in the book-entry account system of the transfer agent for the Common Stock, with or without a copy of the Summary of Rights attached to the certificate or having been provided to the transferee of Common Shares accounted for by book-entry notation, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. (d) Certificates for Common Shares issued which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (d)) after the Record Date but prior to the earliest of the Separation Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between InfuSystem Holdings, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYInc. and Mellon Investor Services, DATED AS OF SEPTEMBER 23LLC, 1998 as Rights Agent, dated as of November 12, 2010, as it may from time to time be amended or supplemented pursuant to its terms (THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of InfuSystem Holdings, INCInc. 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. UNDER CERTAIN CIRCUMSTANCESInfuSystem Holdings, AS SET FORTH IN THE RIGHTS AGREEMENTInc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATERights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. XXXXXXXX'XIn addition, 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 AGREEMENTthe confirmation and account statements sent to holders of Common Shares in book-entry form (which Common Shares shall also be deemed to represent Rights Certificates) shall have impressed on, RIGHTS ISSUED TOprinted on, OR HELD BYwritten on or otherwise affixed to them a legend in substantially the following form: Each share of Common Stock, ANY PERSON WHO ISpar value $0.0001 per share of InfuSystem Holdings, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF Inc., a Delaware corporation, evidences and entitles the holder hereof to certain rights as set forth in an Agreement between InfuSystem Holdings, Inc. and Mellon Investor Services LLC, dated as of November 12, 2010, as it may be amended from time to time (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTthe “Rights Agreement”), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of InfuSystem Holdings, MAY BECOME NULL AND VOIDInc. 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. InfuSystem Holdings, Inc. will mail to the holder of shares to which this statement relates 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 (as defined in the Rights Agreement) become null and void. With respect to such certificates and confirmation and account statements containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates or in book-entry form shall be evidenced by such certificates or book-entry notation alone, and the surrender for transfer of any such certificate or Common Shares underlying the balances indicated in the book-entry account system of the transfer agent for the Common Stock shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close of business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of 15Voting Power aggregating 10% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on 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 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 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 the Record Date but prior to the earliest of the Separation Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Redemption Date or the Final Expiration Date Company shall have impressed on, printed on, written on or otherwise affixed not be entitled 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 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 VOIDexercise 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 following day after the Shares Acquisition Date or (ii) the 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) tenth day after the date on which a tender of the commencement of, or exchange offer by 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, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first commenced within to commence, a tender or exchange offer the meaning consummation of Rule 14d-2(a) which would result in beneficial ownership by a Person of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 1530% or more of the outstanding Common Shares then outstanding Shares, unless such date is extended by the Board of Directors of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretohereto (a "Right Certificate"), 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 Separation Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 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.so

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close of business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(al4d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of 15Voting Power aggregating 20% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the 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 substantially to the following legendeffect: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Kentucky Electric Steel, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYInc. (the "Company") and Equiserve Trust Company, DATED AS OF SEPTEMBER 23, 1998 N.A. (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xas it may from time to time be supplemented or amended, INCthe 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 CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, expire, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. XXXXXXXX'XThe 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, INCRights 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. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TOuntil the Distribution Date (or the earlier redemption, 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 AGREEMENTexpiration or termination of the Rights), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, MAY BECOME NULL AND VOIDand 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 From the date hereof until the earlier of (i) the close Close of business Business on the tenth Business Day following calendar day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date calendar day, if any, as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of 1510% or more of the shares of Common Shares Stock of the Company then outstanding (including any such date which is after the earlier date of this Agreement and prior to the issuance of the Rights) (i) and (ii) the earliest of such dates being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit B heretohereto (the "Right 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 Share Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock of the Company issued prior to the Close of Business on the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date 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 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 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 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 earliest Distribution Date, any Rights associated with such Common Stock of the Separation Date, Company shall be deemed canceled and retired so that the Redemption Date or Company shall not be entitled to exercise any Rights associated with the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed shares of Common Stock of the Company which are no longer outstanding. The failure 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 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.print the

Issue of Right Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, such which tender or exchange offer would result in any Person would be becoming the Beneficial Owner of Voting Power aggregating 15% or more of the Common Shares then outstanding 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 (i) and (ii) such dates being herein referred to as the "Separation 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 Separation 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 Close of business Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretohereto (the "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock outstanding on the Record Date in respect of which Rights 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the 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 substantially to the following legendeffect: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between United Therapeutics Corporation (the "Company") and The Bank of New York, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23, 1998 as Rights Agent (THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xas it may from time to time be supplemented or amended, INCthe 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 CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. XXXXXXXX'XThe 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, INCRights 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. 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 AGREEMENTWith respect to such certificates containing the foregoing legend, RIGHTS ISSUED TOuntil the Distribution Date (or the earlier redemption, 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 AGREEMENTexpiration or termination of the Rights), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, MAY BECOME NULL AND VOIDand 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 of (i) the close Close of business on the tenth Business Day following day after the Shares Stock Acquisition Date or Date, (ii) the close 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) tenth day after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d- 4(a) of promulgated under the RulesExchange Act or any successor Rule, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Shares Stock then outstanding (including any such date which is after the earlier date of this Agreement and prior to the issuance of the Rights), or (iii) the close of business on the tenth day after a majority of the Continuing Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(D) hereof, that a Person is an Adverse Person (the earliest of (i), (ii) and (iiiii) being herein referred to as the "Separation 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 CertificatesCertificates (as defined below)) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection simultaneously with and together with the transfer of the underlying shares of Common SharesStock. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby. As soon as practicable after the Separation Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close Close of business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesright certificates, in substantially the form of attached hereto as Exhibit B hereto(the "Right 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 Share Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred by the transfer of the Right Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Right Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred StockRights, in substantially the form as initially attached hereto to this Agreement 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 Close of business on the Record Date, at the address of such holder then shown on in the records of the Company. With respect to certificates for the Common Shares Stock outstanding as of the Record DateDate or issued pursuant to Section 3(c) hereof, until the Separation earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof of the Common Stock and the registered holders of the Common Shares Stock shall also be registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date or issued pursuant to Section 3(c) hereof shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights. Certificates representing shares of Common Stock shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National TechTeam, Inc. and U.S. Stock Transfer Corporation dated as of May 6, 1997, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of National TechTeam, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and no longer be evidenced by this certificate. National TechTeam, 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, will become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such Certificates shall be evidenced by such Certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, ; and the surrender for transfer of any certificate for Common Shares outstanding on the Record Date of such certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificates. (cd) The Company shall cause to be maintained a sufficient supply of Right Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 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 VOIDat all times.

Issue of Right Certificates. (a) Until the earlier of Distribution Date, (i) the close of business on the tenth Business Day following the Shares Acquisition Date or (ii) the 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 on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right Certificates, in substantially the form of Exhibit B heretoCertificate, 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(p11(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 Separation Distribution Date, the Rights will shall be evidenced solely by such Right Certificates. (b) As soon as practicable following . The failure to mail a Right Certificate shall not affect the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 legality or validity of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Separation 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 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 of (i) the close Close of business Business on the tenth Business Day following 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 Close of business 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) tenth day after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, Company or any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity holding shares of Common Stock organized, appointed or established by the Company for for, or pursuant to the terms of of, any such plan) is first commenced (within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act), if if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding shares of Common Stock, including any such date which is after the Rights Dividend Declaration Date and prior to the issuance of the 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 "Separation 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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of Exhibit B heretoA hereto (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 Share Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Right CertificatesCertificates are distributed, the Company shall may, to the extent provided in Section 14(a), make the necessary and appropriate rounding adjustments (as set forth in accordance with Section 14(a) hereof)) so that Right Certificates are distributed representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional RightsRights pursuant to Section 14(a). As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares Stock outstanding as of the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof for Common Stock and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until the earliest of the Separation Distribution Date, the Redemption Date or the Final Expiration 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 the Record Date and/or as of the date of this Second Amended and Restated Rights Agreement, with or without a copy of 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 the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date. Certificates for Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear substantially the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY1995 between ADC Telecommunications, DATED AS OF SEPTEMBER 23Inc. (the "Company") and Norwest Bank Minnesota, 1998 N.A. (THE the "RIGHTS AGREEMENTRights Agent") (the "Rights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'X-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, INCas set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS SET FORTH IN THE RIGHTS AGREEMENTas in effect on the date of mailing, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEwithout charge after receipt of a written request therefor from such holder. XXXXXXXX'XUnder certain circumstances set forth in the Rights Agreement, INCRights 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, whether currently held by or on behalf of such Person or any subsequent holder, may become null and void. 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 With respect to such certificates containing the foregoing legend (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTor the similar legend in effect after the Rights Dividend Declaration Date and prior to the date of this Second Amended and Restated Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERuntil the earlier of the Distribution Date or the Expiration Date, MAY BECOME NULL AND VOIDthe 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 From the date hereof until the earlier of (i) the close Close of business Business on the tenth Business Day following calendar day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date calendar day, if any, as may be determined by action the Board of Directors of the Board prior to the time as any Person becomes an Acquiring PersonCompany may determine in its sole discretion) after the date on which a tender or exchange offer by any Person (Person, other than the Companyan Exempt Person, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the RulesExchange Act, if or any successor rule, if, upon consummation thereof, such Person would be become an Acquiring Person, including any such date which is after the Beneficial Owner date of 15% or more this Agreement and prior to the issuance of the Common Shares then outstanding Rights (the earlier earliest of (i) and (ii) such dates being herein referred to as the "Separation “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 or Series A Preferred Stock, as applicable, of the Company registered in the names of the holders thereof of the Common Stock or Series A Preferred Stock of the Company or, in the case of uncertificated shares of Common Stock or Series A Preferred 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 or Series A Preferred Stock of the Company. (b) As soon as practicable after the Separation 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 or Series A Preferred Stock of the Company as of the close Close of business Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit B heretohereto (the “Right Certificates”), evidencing one Right for each share of Common Share Stock or 1,000 Rights for each share of Series A Preferred 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 Share Stock or 1,000 Rights for each share of Series A Preferred Stock of the Company has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Right Certificates, the Company shall 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 Separation Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as Stock or Series A Preferred Stock of the Company and Book Entry Shares, as applicable, outstanding prior to the Close of Business on the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in for the names Common Stock or Series A Preferred Stock of the holders thereof Company or such Book Entry Shares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Shares Stock or Series A Preferred Stock of the Company also shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation DateRights), the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for shares of Common Shares Stock or Series A Preferred Stock of the Company (with or without a copy of the Summary of Rights) outstanding on prior to the Record Date date of this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock or Series A Preferred 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 or Series A Preferred Stock of the Company that are issued (whether as an original issuance or from the Company’s treasury or upon conversion of any shares of Series A Preferred Stock into Common Stock) after the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date. Certificates for the Common Stock or Series A Preferred Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date or the 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 Stockholder Rights Agreement between WisdomTree, Inc. and Continental Stock Transfer & Trust Company (or any successor thereto), as Rights Agent, dated as of March 17, 2023, 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 WisdomTree, 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. WisdomTree, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. WisdomTree, 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 impressed onbeen obtained or be obtainable. With respect to any Book Entry Shares, printed ona legend in substantially similar form will be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates for shares of Common Stock or Series A Preferred Stock of the Company or Book Entry Shares, written on 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 or Series A Preferred 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 or Series A Preferred 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 or Series A Preferred 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 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 otherwise affixed acquires any shares of Common Stock or Series A Preferred Stock of the Company after the Record Date but prior to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN Distribution Date (including, without limitation, upon conversion of any shares of Series A RIGHTS AGREEMENT BETWEEN XXXXXXXX'X, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF SEPTEMBER 23, 1998 (THE "RIGHTS AGREEMENT"Preferred Stock into shares of Common Stock), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND any Rights associated with such Common Stock or Series A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'XPreferred 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 or Series A Preferred 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, INC. UNDER CERTAIN CIRCUMSTANCESor cause to be made available, AS SET FORTH IN THE RIGHTS AGREEMENTpromptly after the Record Date, 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 VOIDa copy of the Summary of Rights to any holder of Rights who may so request from time to time prior to the Expiration Date.

Issue of Right Certificates. (a) Until the earlier Close of (i) the close of business Business on the tenth Business Day following day after the Shares Acquisition Date or (ii) including any such Shares Acquisition Date which is after the close date of business on the fifteenth (15th) Business Day (or such later date as may be determined by action of the Board this Plan and prior to the time as any Person becomes an Acquiring Person) after the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary issuance of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planRights) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Separation “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 Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, in substantially the form of Exhibit B heretohereto (a “Right Certificate”), evidencing one Right for each Common Share so held. In the event held (other than with respect to Rights that an adjustment in the number of Rights per Common Share has been made have become void pursuant to Section 11(p11(a)(ii) hereof or that have been exchanged pursuant to Section 24 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 Separation 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) As On the Record Date, or as soon as practicable following the Record Datethereafter, 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 B A Preferred Stock, 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 the Record Date, 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 the Record Date, until the Separation Date, Distribution Date the Rights will be evidenced by such certificates or Book Entry Shares registered in the names of the holders thereof and the registered holders together with a copy of the Common Shares shall also be the registered holders Summary of the associated Rights. Until the Distribution Date (or the earliest of the Separation Redemption Date, the Redemption Early Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock or Book Entry Share of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares Stock or Book Entry Share of the Company represented thereby. (c) Certificates for such Common Shares issued Stock which become outstanding after the Record Date but prior to the earliest of the Separation Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis 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, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYLLC, DATED AS OF SEPTEMBER 23dated as of July 22, 1998 2013, as it may be amended from time to time (THE "RIGHTS AGREEMENT"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 XXXXXXXX'Xthe 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, INCas 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. UNDER CERTAIN CIRCUMSTANCESCapitalSource 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, AS SET FORTH IN THE RIGHTS AGREEMENTRights 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 RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch legend shall be included in a notice to the record holder of such shares in accordance with applicable law. XXXXXXXX'XUntil the Distribution Date, INCthe 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. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFORIn 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. 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 AGREEMENTNotwithstanding this Section 3(c), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe 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, MAY BECOME NULL AND VOIDremedies 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 Business Day following day after the Shares Acquisition Date Date, or (ii) the close of business on the fifteenth (15th) Business Day tenth day (or such later date as may be determined by action of the Board of Directors of the Company prior to the such time as any Person becomes an Acquiring Person) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first commenced published or sent or given within the meaning of Rule 14d-2(a) 14d-2 of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be either (X) the Beneficial Owner of 15% or more of the shares of Common Shares Stock then outstanding, or (Y) the Beneficial Owner of an additional 1% of the Common Stock then outstanding, provided (with respect to clause (Y)) such Person owned in excess of 15% or more of Common Stock outstanding as of the date hereof (the earlier of (i) and (ii) such dates being herein referred to as the "Separation “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 shares of Common Shares Stock 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 Rights (and the right to receive separate certificates (“Right Certificates Certificates”)) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock (including a transfer to the Company) as more fully set out below. As soon as practicable after the Separation 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 shares of Common Shares Stock as of the close of business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more a Right CertificatesCertificate, which shall be in substantially the form of Exhibit B A hereto, evidencing one Right for each share of Common Share Stock 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 Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon promptly as reasonably practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Shares of Common Stock, 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 shares of Common Shares Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier of the Separation Date, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares outstanding on Stock outstanding, with or without a copy of the Record Date Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such shares of Common Shares represented therebyStock. (c) Certificates for shares of Common Shares issued Stock which become outstanding (including, without limitation, reacquired shares which are subsequently disposed of by the Company) after the Record Date Date, but prior to the earliest of the Separation Distribution Date, the Redemption Date Date, or the Final Expiration Date Date, shall have impressed on, printed on, written on on, or otherwise affixed to them a legend in substantially the following legendform set forth below: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A THE RIGHTS AGREEMENT AGREEMENT, AS IT MAY FROM TIME TO TIME BE SUPPLEMENTED OR AMENDED, BETWEEN XXXXXXXX'XSHEERVISION, INC. AND AMERICAN CONTINENTAL 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'XSHEERVISION, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL MAY BE REDEEMED OR EXCHANGED, MAY EXPIRE, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. XXXXXXXX'XSHEERVISION, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTCIRCUMSTANCES, RIGHTS ISSUED TO, OR HELD BY, ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES AND 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 SUBSEQUENT HOLDER OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, RIGHTS MAY BECOME NULL AND VOID.” With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated therewith. In the event that the Company purchases or acquires any shares of Common Stock prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired unless and until such shares of Common Stock are subsequently issued by the Company so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day following day after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) Business Day tenth day (or such later date as may be determined by action of the Board of Directors prior to the such time as any Person becomes an Acquiring Person) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced (within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act), if if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding an Acquiring Person (the earlier of such dates described in clauses (i) and (ii) being herein referred to as the "Separation “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 The Company shall give the Rights Agent prompt written notice of the Distribution Date and as promptly as practicable after following the Separation 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of attached hereto as Exhibit B heretoA (the “Right Certificates”), evidencing one Right for each share of Common Share Stock so held. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(p) 11 hereof, at the time of distribution of the Right CertificatesCertificates are distributed, the Company shall may, to the extent provided in Section 14(a) hereof, make the necessary and appropriate rounding adjustments (as set forth in accordance with Section 14(a) hereof) so that Right Certificates are distributed representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional RightsRights pursuant to Section 14(a) hereof. The Company shall give notice of such rounding adjustments to the Rights Agent as promptly as possible. As of of, and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon Rights have been issued in respect of all shares of Common Stock that are outstanding on the date of this Agreement and shall be issued in respect of all shares of Common Stock that are issued after the date of this Agreement and prior to the earlier of the Distribution Date and the Final Expiration Date. (c) Certificates for Common Stock issued after the date of this Agreement but prior to the earlier of the Distribution Date and the Final Expiration Date shall bear substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as practicable following set forth in an Amended and Restated Rights Agreement between Deluxe Corporation (the Record Date“Company”) and Xxxxx Fargo Bank, National Association, dated as of December 20, 2006 (the “Rights Agreement”), the Company will send terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 which is on the Record Date, file at the address of such holder shown on the records principal executive office of the Company. With respect to certificates for Common Shares outstanding Under certain circumstances, as of set forth in the Record DateRights Agreement, until the Separation Date, the 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 the Rights Agreement) and any subsequent holder of such Rights, whether currently held by or on behalf of such Person or any subsequent holder, shall become null and void. With respect to Common Stock certificates outstanding on the date of this Agreement or subsequently becoming outstanding, until the earlier of the Distribution Date and the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates registered in the names of the holders thereof and shall be evidenced by such certificates alone, the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights. Until , and the earliest of the Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any such certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificates. (cd) Certificates Reference in this Agreement to certificates for Common Shares issued after the Record Date but prior to the earliest Stock include uncertificated shares of the Separation 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 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 VOIDCommon Stock.

Issue of Right Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day following after the Shares Stock Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date as may be determined by action of the Board prior to 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 on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity holding 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) is first commenced published or sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act, if upon consummation thereofwithout the Prior Written Approval of the Company, which tender or exchange offer would result in any such Person would be becoming an Acquiring Person (including any such date which is after the Beneficial Owner date of 15% or more this Agreement and prior to the issuance of the Common Shares then outstanding Rights) (the earlier of the dates referred to in clauses (i) and or (ii) ), the “Distribution Date”; provided, that if the foregoing results in the Distribution Date being herein referred prior to as the "Separation Record Date", the Distribution Date shall be the Record Date), without giving effect to any 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) or, for Common Stock held in book-entry accounts, through the direct registration service of the Company’s transfer agent by such book- entry accounts (together with a direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shares), 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 Separation 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 (i) send, at the expense of the Company, by first-first class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the close Close of business Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatesa right certificate, in substantially the form of Exhibit B heretoA (the “Right Certificate”), evidencing one Right for each share of Common Share Stock so held. In , subject to adjustment as provided herein or (ii) credit the event that an adjustment book-entry account of such holder with such Rights and send a direct registration transaction advice or such other notification as the Board of Directors in the number of its discretion may determine with respect to such 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 Rightssuch holder. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates or book-entry credits. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions of this Agreement that reference Right Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Right Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Right Certificate may be placed on the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights. The absence of specific language regarding book-entry accounts and credits in any provision of this Agreement shall not be interpreted to mean that the foregoing sentence is not applicable as appropriate to such provision. (b) As soon as practicable following after the Record DateTime, the Company will send make a copy summary of a Summary the terms of the Rights to Purchase Series B Preferred Stock, in substantially the form attached hereto as of Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, B available to each record any holder of Common Shares as of Rights who may so request from time to time prior to the close of business on the Record Date, at the address of such holder shown on the records of the CompanyExpiration Time. With respect to certificates for the Common Shares Stock outstanding as of the Record Date, until the Separation DateDistribution Date (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 of the Common Stock and the registered holders of the Common Shares Stock shall also be registered holders of the associated Rights. With respect to Common Stock held in book-entry accounts outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be held in book-entry accounts and represented by the related transaction advice or such other notification as the Board of Directors in its discretion may determine and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Separation Date, the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Shares Stock or book-entry accounts holding Common Stock outstanding on the Record Date in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificate or held in such book-entry accounts. (c) Certificates for the Common Shares Stock issued after the Record Date but prior to the earliest earlier of the Separation Date, the Redemption Distribution Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed onimpressed, printed on, or written on or otherwise affixed to them a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN XXXXXXXX'XThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Protection Rights Agreement dated as of February 2, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY2012 between Post Holdings, DATED AS OF SEPTEMBER 23Inc., 1998 a Missouri corporation (THE "RIGHTS AGREEMENT"the “Company”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXXX'Xand Computershare Trust Company, 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 N.A. (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTthe “Rights Agreement”), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERas it may from time to time be supplemented or amended, MAY BECOME NULL AND VOIDthe 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, 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 their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. Each book-entry account for such Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights shall also be deemed to include the associated Rights, and the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shall bear a legend in substantially the following form: Each security covered by this [advice/ownership statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Protection Rights Agreement between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare 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 expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this [direct registration transaction advice/ownership statement]. The Company will mail to the holder hereof 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 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 or direct registration transaction advices 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 or held in such book-entry accounts shall be evidenced by such certificates or held in such book-entry accounts (together with the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shares) alone, and the surrender for transfer of any of such certificates, whether by transfer of physical certificates or book-entry transfer, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates or direct registration transaction advices. 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. Notwithstanding this Section or otherwise, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth Business Day following day after the Shares Share Acquisition Date or (ii) the close Close of business Business on the fifteenth (15th) tenth Business Day (or such later date day as may be determined by action of the Board of Directors prior to the such time as any Person becomes an Acquiring Person) after the date on which that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced published, sent or given within the meaning of Rule 14d-2(a) of the RulesGeneral Rules and Regulations under the Exchange Act if, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding an Acquiring Person (the earlier of (i) such dates, including any such date which is after the date of this Agreement and (ii) prior to the issuance of the Rights, being herein referred to as the "Separation 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 Rights will be transferable only in connection with the transfer of the underlying Common Shares. As soon as practicable after the Separation DateDistribution Date and after the Rights Agent has been notified thereof and provided with a shareholder list and all other relevant information, the Rights Agent will 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 Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificatescertificates, in substantially the form of Exhibit B heretohereto (the "Right Certificates"), evidencing one Right for each Common Share so held. In the event that an , subject to 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 Rightsas provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon promptly as practicable following after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Series B Preferred Stock, 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 Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Separation Distribution Date, the Rights will be evidenced by such certificates registered in the names for Common Shares together with a copy of the holders thereof Summary of 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 earliest of the Separation Redemption Date, the Redemption Exchange Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. (c) Rights shall be issued in respect of all Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration 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 Nautica Enterprises, Inc. (the "Company") and Mellon Investor Services LLC, dated as of November 2, 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 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 Associate or Affiliate thereof (as such terms are defined in the 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 become null and void. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date, the Exchange 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 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. (c) Certificates for . In the event that the Company purchases or acquires any Common Shares issued after the Record Date but prior to the earliest of the Separation Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Redemption Date or Company shall not be entitled to exercise any Rights associated with 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 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 VOIDCommon Shares which are no longer outstanding.