Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the a Stock Acquisition Date and involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close of within ten (10) Business on the tenth Business Day Days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock Shares then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock 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 Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly With respect to certificates for the Common Shares outstanding as practicable following of the Record Date, until the Company will send a copy Distribution Date, the registered holders of a Summary the Common Shares shall also be the registered holders of Rights to Purchase Preferred Stock, the beneficial interests in a form which may be appended to certificates that represent shares the associated Rights. Until the earlier of Company Common Stock, the Distribution Date or the Expiration Date (as such term is defined in substantially the form attached hereto as Exhibit B (the "Summary of Rights"Section 7 hereof), by first-class, postage prepaid mail, to each record holder the transfer of shares any certificates representing Common Shares in respect of Company Common Stock as which Rights have been issued shall also constitute the transfer of the Close Rights associated with such Common Shares. Certificates issued after the Record Date upon the transfer of Business Common Shares outstanding on the Record Date, at Date shall bear the address of such holder shown on the records of the Companylegend set forth in subsection (c). (c) Except as provided in Section 22 hereof, Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which Shares that are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockShares shall also be deemed to be certificates for beneficial interests in the associated Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the First Amended and Restated Rights AgreementAgreement between Aqua America, Inc. (the "Company") and Equiserve Trust Company, N.A. (the "Rights Agent") dated as of December 2February 20, 1997 2004 (the "Rights Agreement"), between TransAct Technologies Incorporated (and as the "Company") and American Stock Transfer & Trust Company (the "Rights Agent")same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board (with the concurrence of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) Directors), after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced ----------------- (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto specified in Section 4 hereof (the "Rights Certificates"), evidencing ------------------- one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder --------- of shares of Company the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Company Common StockStock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, issued after and commencing as soon as reasonably practicable following the Record Date date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Cambridge Technology Partners (Massachusetts), Inc. (the "Company") and ChaseMellon Shareholder Services, LLC (the "Rights Agent") dated as of December 2June 23, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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, an Adverse Person or any Affiliate or Associate thereof 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, may become null and void." With respect . 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 obtainable. Commencing as soon as reasonably practicable following the date hereof, certificates representing shares of Company Common Stock (whether or not that are delivered prior to the Distribution Date shall also bear the foregoing legend. With respect to such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date and (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of fifteen percent (15% %) or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one (1) or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one (1) Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) of this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the The Company will send make available a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto to this Agreement as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mailC, to each record any holder of shares of Company Rights who may so request from time to time. With respect to certificates for the Common Stock outstanding as of the Close of Business on the Record Date, at until the address of Distribution Date, the Rights will be evidenced by such holder shown on certificates for the records Common Stock and the registered holders of the CompanyCommon Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Final Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Final Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date 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, dated as of December 2, 1997 Agreement (the "Rights Agreement")) between BroadBand Technologies, between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company First Union National Bank of North Carolina (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Final Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company for or pursuant to the terms of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, at the expense of the Company, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly With respect to certificates for the Common Stock outstanding as practicable following of the Record Date, until the Company Distribution Date, the Rights will send a copy be evidenced by such certificates for the Common Stock and the registered holders of a Summary the Common Stock shall also be the registered holders of Rights to Purchase Preferred Stockthe associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), in a form which may be appended to the transfer of any certificates that represent representing shares of Company Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Inland Steel Industries, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Xxxxxx Trust Company and Savings Bank, dated as of November 25, 1997, as from time to time amended (the "Rights AgentAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close earlier of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action after the Stock Acquisition Date, and the Close of Business on the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) tenth Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, or (ii) such later date as may be determined by action of a majority of the earlier Independent Directors (such determination to be made prior to either of the dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Company Common Stock, in a form which may be appended to certificates that represent evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date (but prior to the earlier of the Distribution Date and the Expiration Date). Certificates, representing Certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Steel of West Virginia, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Continental Stock Transfer & Trust Company (the "Rights Agent") dated as of March 19, 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 office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date Date, and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board a majority of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and Company prior to the occurrence of which the Company will give the Rights Agent prompt written noticea Section 11(a)(ii) Event) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityan Exempt Person) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be an Acquiring Person (including, in the Beneficial Owner case of 15% or more both clauses (i) and (ii), any such time which is after the date of this Agreement and prior to the issuance of the shares of Company Common Stock then outstanding (the Rights)(the earlier of (i) and (ii) above being the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); PROVIDED, HOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any such certificate for Company Common Stock outstanding as of the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Company Common Stock represented thereby. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between DSP Group, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company Norwest Bank Minnesota, N.A. (the "Rights Agent") dated as of June 5, 1997, as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 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 void." MAY BECOME NULL AND VOID. With respect to certificates representing shares of Company Common Stock (whether or not such certificates include that bear the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board (with the concurrence of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) Directors), after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the ----------------- provisions of paragraph (b) of this Section 3) by the certificates for shares of the Company Common Stock Securities registered in the names of the holders of shares of the Company Common Stock as of and subsequent to the Record Date Securities (which certificates for shares of Company Common Stock Securities shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Securities (including a transfer to the CompanyCompany or a conversion of shares of Convertible Preferred Stock). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of the Company Common Stock Securities as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto specified in Section 4 hereof (the "Rights Certificates"), evidencing one Right ------------------- for each share of Company Common Stock so held,held or evidencing ten Rights for each share of Convertible Preferred Stock so held (as the case may be), subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Securities has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder --------- of shares of the Company Common Stock Securities 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 Company Securities outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Company Securities and the registered holders of the Company Securities shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Company Securities in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Company Securities. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Company Common StockStock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, issued after and commencing as soon as reasonably practicable following the Record Date date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated Marcam Corporation (the "Company") and American Stock Transfer & Trust Company The First National Bank of Boston (the "Rights Agent") dated as of December 3, 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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, an Adverse Person or any Affiliate or Associate thereof 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, may become null and void." With respect to . Commencing as soon as reasonably practicable following the date hereof, certificates representing shares of Company Common Stock (whether or not Securities that are delivered prior to the Distribution Date shall also bear the foregoing legend. With respect to such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock Securities represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock 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 shares of Company Common Stock Securities represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General PAGE Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the close of business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. (c) Rights shall, without any further action, shall be issued (i) in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in either as an original issuance or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date and (ii) in connection with the issuance or sale of Common Stock following the Distribution Date and prior to the Expiration Date upon the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of PAGE securities issued by the Company prior to the Distribution Date. Certificates, Certificates representing such shares of Company Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) shall also be deemed to be certificates for Rights, issued after the Record Date 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, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated Thermo Electron Corporation (the "Company") and American Stock Transfer & Trust Company The First National Bank of Boston (the "Rights Agent") dated as of January 19, 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights. (d) Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), and the transfer of any certificates representing shares of such certificates Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Company Common Stock represented by such certificateswhich are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the a Stock Acquisition Date and involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close of within ten (10) Business on the tenth Business Day Days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock Shares then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock 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 Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly With respect to certificates for the Common Shares outstanding as practicable following of the Record Date, until the Company will send a copy Distribution Date, the registered holders of a Summary the Common Shares shall also be the registered holders of Rights to Purchase Preferred Stock, the beneficial interests in a form which may be appended to certificates that represent shares the associated Rights. Until the earlier of Company Common Stock, the Distribution Date or the Expiration Date (as such term is defined in substantially the form attached hereto as Exhibit B (the "Summary of Rights"Section 7 hereof), by first-class, postage prepaid mail, to each record holder the transfer of shares any certificates representing Common Shares in respect of Company Common Stock as which Rights have been issued shall also constitute the transfer of the Close Rights associated with such Common Shares. Certificates issued after the Record Date upon the transfer of Business Common Shares outstanding on the Record Date, at Date shall bear the address of such holder shown on the records of the Companylegend set forth in subsection (c). (c) Except as provided in Section 22 hereof, Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which Shares that are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockShares shall also be deemed to be certificates for beneficial interests in the associated Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Philadelphia Suburban Corporation (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of December 2March 1, 1997 1998 (the "Rights Agreement"), between TransAct Technologies Incorporated (and as the "Company") and American Stock Transfer & Trust Company (the "Rights Agent")same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of of: (i) the Close of Business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityan Exempt Person) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding or (the earlier of (i) and (ii) above being the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(f) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 1(o) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date 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, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated SOUTHERN ELECTRONICS CORPORATION (the "Company") and American Stock Transfer & Trust Company NATIONAL CITY BANK (the "Rights Agent") dated as of October 31, 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of of: (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business business on the tenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) within ten (10) Business Days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock Shares then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock 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 Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for the Common Shares and the registered holders of the Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. Certificates issued after the Record Date upon the transfer of Common Shares outstanding on the Record Date shall bear the legend set forth in subsection (c). (c) Except as provided in Section 22 hereof, Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which Shares that are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockShares shall also be deemed to be certificates for beneficial interests in the associated Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated Safeskin Corporation (the "Company") and American Stock Transfer & and Trust Company (the "Rights Agent") dated as of December 18, 1996 (the "Rights Agreement"), and as the same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close earlier of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action after the Stock Acquisition Date, and the Close of Business on the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) tenth Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the then outstanding Nonvoting Common Stock, 20% or more of the then outstanding Voting Common Stock, or 15% or more of the then outstanding shares of the Company Common Stock then outstanding in the aggregate, or (ii) such later date as may be determined by action of a majority of the earlier Independent Directors (such determination to be made prior to either of the dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto or Exhibit B (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) Voting Common Stock Rights may be held only by: (1) An active employee of the Company, of a corporation in which the Company directly owns 100% of the voting shares, or of a corporation, in an unbroken chain of corporations, in which the Company indirectly (through the Company's ownership of 100% of the voting shares of all intermediate corporations in that chain) owns 100% of the voting shares, each such employee being hereinafter referred to as an "Active Employee"; (2) directors of the Company ("Directors"); or (3) trusts for the exclusive benefit of an Active Employee or Active Employees if the terms of the trust provide that the Trustee shall vote all full shares of Voting Common Stock of the Company credited to the account of said Active Employee or Active Employees only in accordance with the written direction of said Active Employee or Active Employees (hereinafter referred to as "Eligible Trusts"). A trust shall be deemed to be for the exclusive benefit of an Active Employee even though the trust makes provision for the holding of shares after an Active Employee ceases to be such for such period as may be necessary in order to effectuate distribution to him, or upon death, to his designated beneficiary. At such time as (i) any person shall cease to be an Active Employee, (ii) any Director shall cease to hold that position, or (iii) any Eligible Trust which is a registered holder of Voting Common Stock Rights ceases to be an Eligible Trust for any reason whatsoever, each Voting Common Stock Right held by or for such Active Employee, Director or Eligible Trust shall be converted forthwith and automatically into one Nonvoting Common Stock Right. At such time as any Voting Common Stock Right is sold or transferred, by operation of law or otherwise, to anyone, including the Company, who is not an Active Employee, a Director or an Eligible Trust, each Voting Common Stock Right so sold or transferred shall be converted forthwith and automatically into one Nonvoting Common Stock Right. (c) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (cd) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date (but prior to the earlier of the Distribution Date and the Expiration Date). Certificates, representing Certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Xxxxxxx Associates, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Xxxxxx Trust Company and Savings Bank (the "Rights Agent") dated as of November 8, 1996 (the "Rights Agreement), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityan Exempt Person) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if if, upon consummation thereof thereof, such Person together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (each of the earlier time periods in (i) and (ii) being subject to extension as provided in Section 27 and the earliest of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date stock (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase purchase Preferred Stock, containing substantially the information set forth in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mailC, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier earliest of the Distribution Stock Acquisition Date and or a Section 13 Event or the Expiration Date. Certificates, Certificates representing such shares of Company Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles represents Rights that entitle the holder hereof to certain Rights rights as set forth in a Rights Agreement between the Corporation and American Stock Transfer & Trust Company, as Rights AgreementAgent, dated as of December 231, 1997 1996 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") terms, conditions and American Stock Transfer & Trust Company (the "Rights Agent"), the terms limitations of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCorporation. 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 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 set forth in the Rights Agreement, Rights issued to, or held beneficially owned by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Datelegend, the Rights associated with the shares of Company Common Stock represented by such certificates shall shall, until the Distribution Date, be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as of the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained of the Company or any of its Subsidiaries, or any entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any trustee such plan) of a tender or fiduciary with respect to such plan acting exchange offer (other than a Permitted Offer) the consummation of which would result in such capacity) Person becoming an Acquiring Person (including any such date which is first published on or sent or given within after the meaning date of Rule 14d-4(a) this Agreement and prior to the issuance of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding Rights) (the earlier of (i) and (ii) above such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock Ordinary Shares registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date Ordinary Shares (which certificates for shares of Company Common Stock Ordinary Shares shall be deemed also to be certificates for Rights) and not by separate certificates, except that the Rights associated with any uncertificated Ordinary Shares shall be evidenced by the registration of Ordinary Shares in the Company’s register of members in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights), and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company)Ordinary Shares. As soon as practicable after the Distribution Date, upon written request by the Company and receipt by the Rights Agent will send of all necessary and relevant information, the Rights Agent shall send, by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock the Ordinary Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit A hereto (the "“Rights Certificates"”), evidencing one Right for each share Ordinary Share so held (subject to adjustment as provided herein). As of Company Common Stock so held,and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. (b) As promptly soon as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock the Ordinary 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 Ordinary Shares outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Ordinary Shares and the registered holders of the Ordinary Shares shall also be the registered holders of the associated Rights. With respect to uncertificated Ordinary Shares outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the registration of the Ordinary Shares in the Company’s share register in the names of the holders thereof. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Ordinary Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Ordinary Shares represented by such certificate, and the registration of transfer of ownership of any uncertificated Ordinary Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with such shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (c) Rights shallCertificates issued for Ordinary Shares (including, without any further actionlimitation, be certificates issued in respect upon transfer or exchange of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasuryOrdinary Shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, representing such shares of Company Common Stockshall be deemed also to be certificates for Rights, issued after the Record Date and shall bear have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform, or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation or made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Ordinary Shares may from time to time be listed or quoted, or to conform to such usage: "This certificate also evidences and entitles the holder hereof to certain Rights “Rights” as set forth in the an Amended and Restated Rights Agreement, by and between HOLLYSYS AUTOMATION TECHNOLOGIES LTD. (the “Company”) and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY (the “Rights Agent”), dated as of December 2September 24, 1997 2020 (the "“Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an “Beneficially Owned” by “Acquiring Person or any Affiliate or Associate thereof Persons” (as such terms are defined in the Rights Agreement)) or certain related parties, whether currently held by or on behalf as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void." . and, in the case of the initial transaction statement or subsequent period statements with respect to uncertificated Ordinary Shares, a legend in substantially the following form: The registration in the register of members of HOLLYSYS AUTOMATION TECHNOLOGIES LTD. (the “Company”) of the Ordinary Shares to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in an Amended and Restated Rights Agreement, by and between the Company and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY (the “Rights Agent”), dated as of September 24, 2020 (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 may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by such registration. The Company will mail to the holder of this statement a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights “Beneficially Owned” by “Acquiring Persons” (as such terms are defined in the Rights Agreement) or certain related parties, as well as subsequent holders of such Rights, may become null and void. With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date and the Expiration DateRights), the Rights associated with the shares of Company Common Stock Ordinary Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock Ordinary Shares represented by such certificatescertificate. With respect to such initial transaction statements or subsequent periodic statements containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Ordinary Shares with respect to which such statements are issued shall be evidenced solely by the registration of ownership of such Ordinary Shares in the share register of the Company, and the registration of transfer of ownership in such share register shall also constitute the transfer of the Rights associated with such Ordinary Shares. (d) Notwithstanding anything in this Agreement to the contrary, in the event that, prior to the Distribution Date (or earlier redemption, expiration or termination of the Rights), any Ordinary Shares are cancelled in connection with the purchase or acquisition of such Ordinary Shares by the Company, then the Rights associated with such Ordinary Shares shall be deemed to be similarly (and concurrently) retired and cancelled.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business business on the tenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) within ten (10) Business Days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock Shares then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock 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 Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for the Common Shares and the registered holders of the Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. Certificates issued after the Record Date upon the transfer of Common Shares outstanding on the Record Date shall bear the legend set forth in subsection (c). (c) Except as provided in Section 22 hereof, Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which Shares that are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockShares shall also be deemed to be certificates for beneficial interests in the associated Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, Agreement between Union Pacific Resources Group (the "Company") and Xxxxxx Trust and Savings Bank (the "Rights Agent") dated as of December 2October 28, 1997 1996 (the "Rights Agreement"), between TransAct Technologies Incorporated (and as the "Company") and American Stock Transfer & Trust Company (the "Rights Agent")same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and Date, (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeDirectors) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if if, upon consummation thereof thereof, such Person would be the Beneficial Owner of 15(x) 9.9% or more of the shares of Company Common Stock then outstanding or (y) Voting Securities representing 9.9% or more of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) ), (ii), and (iiiii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company such Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, , subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (bin accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As promptly as practicable following of and after the Record Distribution Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented solely by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificatesCertificates. . .

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly With respect to certificates for the Common Stock outstanding as practicable following of the Record Date, until the Company Distribution Date, the Rights will send a copy be evidenced by such certificates for the Common Stock and the registered holders of a Summary the Common Stock shall also be the registered holders of Rights to Purchase Preferred Stockthe associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), in a form which may be appended to the transfer of any certificates that represent representing shares of Company Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Scientific-Atlanta, Inc. and The Bank of New York, dated as of December 2February 23, 1997 1997, as amended from time to time (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights Agent. Scientific-Atlanta, 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. The Company Scientific- Atlanta, 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, to or held by, by any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the . The transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage postage-prepaid mail, at the expense of the Company, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section ll(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, ) to each record any holder of shares of Company Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Close of Business on the Record Date, at until the address of Distribution Date, the Rights will be evidenced by such holder shown on certificates for the records Common Stock and the registered holders of the CompanyCommon Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common Stock, issued after the Record Date Stock shall also be deemed to be certificates for Rights and shall bear the following legend: "legend (or the legend required under the 1987 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Xxxxx & XxXxxxxx Companies, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company the Rights Agent thereunder (the "Rights AgentAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include bearing the foregoing legend (or have appended to them the Summary of Rightslegend required under the 1987 Agreement), until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date and Date, (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeprior to such time) after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such a plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, and (iii) the first date of public announcement (including, without limitation, the filing of any report pursuant to Section 13(d) of the Exchange Act) by the Company or a 40% Person that a 40% Person has become such (the earlier earliest of (i), (ii) and (iiiii) above being the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit attached as EXHIBIT A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred StockRights, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of EXHIBIT B attached hereto as Exhibit B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. CertificatesTo the extent practicable, certificates representing such shares of Company Common Stock, Stock and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between The BISYS Group, Inc. (the "COMPANY") and The Bank of New York (the "RIGHTS AGENT") dated as of December 2May 8, 1997 as it may be amended from time to time (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights AgentRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 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." void and nontransferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth business day after the Stock Acquisition Date and or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityan Exempt Person) is first published or sent or given within with the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date") (provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury, if any) after the Record Date but prior to before the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, and all certificates issued for newly issued shares or transfers of Common Stock after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated Mid-America Bancorp (the "Company") and American Stock Transfer & Mid-America Bank of Louisville and Trust Company (the "Rights Agent") dated as of February 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 office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. 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 Rights Certificates. (a) Until the earlier of (i) the ---------------------------- Close of Business on the tenth day after the Stock Acquisition Date Date, and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) business day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of shares of Company Common Stock representing 15% or more of the total Voting Rights of all the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Effective Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A A-1 hereto (in the case of a G-P Right) or Exhibit A-2 hereto (in the case of a Timber Right) (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Original Record Date, the Company will send sent a copy of a Summary of Rights to Purchase Junior Preferred Stock, Stock in a substantially the form which was attached as Exhibit B to the Original Agreement and which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B Stock (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Existing Common Stock as of the Close of Business on the Original Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Effective Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Effective Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement, Agreement between Georgia-Pacific Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent") dated as of December 216, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Voting Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Preferred Stock Purchase Preferred StockRights, in a form which that may be appended to certificates that represent evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing Certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, Agreement dated as of December 23, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Burlington Industries, Inc. (the "Company") and American Stock Transfer & Trust Company Wachovia Bank, 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 office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates. (d) Anything in this Section 3 to the contrary notwithstanding, (i) prior to the Distribution Date, any Right issued in respect of a share of Nonvoting Common Stock shall be deemed to be issued in respect of any share of Voting Common Stock issued in exchange therefor pursuant to Section 4.2(d) of the Certificate of Incorporation of the Company and no new Right shall be issued in respect of such share of Voting Common Stock upon such exchange and (ii) on or after the Distribution Date, no Right will be issued in respect of any share of Voting Common Stock issued in exchange for a share of Nonvoting Common Stock pursuant to Section 4.2(d) of the Certificate of Incorporation of the Company.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and (ii) or, if the Close tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of Business business on the Record Date), the close of business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding become an Acquiring Person (the earlier of (i) and or (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatescertifi- caxxx, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the The Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each any record holder of shares of Company the Common Stock who may so request from time to time prior to the Expiration Date (as of the Close of Business on the Record Datesuch term is defined in Section 7 hereof), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution (5) Date and or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "legend (or the legend required under the 1987 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Twin Disc, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company the Rights Agent thereunder (the "Rights AgentAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock Shares then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.of

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's ’s Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given commenced within the meaning of Rule 14d-4(a) 14d-2 of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which that may be appended to certificates that represent evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing Certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "“This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2July 18, 1997 2005 (the "“Rights Agreement"”), between TransAct Technologies Incorporated Navigant International, Inc. (the "“Company"”) and American Stock Transfer & Trust Company (the "“Rights Agent"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the stock transfer administration office of the Rights AgentAgent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." ” With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). Notwithstanding the preceding sentence, a Distribution Date shall not occur as a result of the execution or delivery of the Merger Agreement by Parent or Acquisition Sub, the public announcement of such execution and delivery, or the consummation of the Merger and the transactions contemplated thereby. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the surrender for transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights AgreementAgreement between Central and South West Corporation (the "Company") and Central and South West Services, Inc. (the "Rights Agent") dated as of December 222, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.request

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any entity holding shares of its Subsidiaries Common Stock for or pursuant to the terms of any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rulerule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date thereof (which certificates for shares of Company Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock so held,. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (c) Rights shall, without any further action, be issued in respect of all Certificates for shares of Company Common Stock which are issued become outstanding (including any including, without limitation, reacquired shares of Company Common Stock held referred to in treasurythe last sentence of this paragraph (c)) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated (the "Company") Globecomm Systems Inc. and American Stock Transfer & Trust Company Company, dated as of December 3, 1998 (the "Rights AgentAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the stock transfer administration office of the Rights Agent. Globecomm Systems Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Globecomm Systems Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to 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 person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such certificatesshares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock Shares then outstanding (the earlier of (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock 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 Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock Shares which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, ; certificates representing such shares of Company Common Stock, Shares shall also be deemed to be certificates for Rights. Certificates representing Common Shares shall bear the following legend if issued after the Record Date shall bear but prior to the following legendAmendment Date: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 2002 Rights Agreement (the “Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"”), between TransAct Technologies Incorporated (the "Cxxxxx Industries, Ltd. and EquiServe Trust Company") and American Stock Transfer & Trust Company (the ", N.A., as Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights Agent. Cxxxxx Industries, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Cxxxxx Industries, Ltd. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect . Certificates representing Common Shares shall bear the following legend if issued after the Amendment Date but prior to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 2007 Amended and Restated Rights Agreement (the “Rights Agreement”), between Cxxxxx Industries, Ltd. and Computershare Trust Company, N.A., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Cxxxxx Industries, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Cxxxxx Industries, Ltd. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legends, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock 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 shares of Company Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date and (ii) the Close of Business on the tenth Business Day day (or such later date as may be determined by action of the Company's Board board of Directors directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office Person and of which later date the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any Person holding shares of its Subsidiaries Common Stock for or pursuant to the terms of any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given commenced within the meaning of Rule 14d-4(a14d-2(a) of the Exchange Act Regulations or of the first public announcement of the intention of any successor rulePerson (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock of the Company then outstanding (the earlier of the events described in (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for shares of Company Common Stock of the Company registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date thereof (which certificates for shares of Company Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A hereto B (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock so held,. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send send, or cause to be sent, a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as of Exhibit B C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock 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. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Common Stock of the Company shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (c) Rights shall, without any further action, be issued in respect of all Certificates evidencing shares of Company Common Stock of the Company which are become outstanding (whether originally issued (including any shares of Company Common Stock held in or delivered from the Company's treasury) or are otherwise transferred after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles legend (or such other legend as the holder hereof to certain Rights as set forth in Company may deem appropriate that is not inconsistent with the Rights Agreementprovisions of this Agreement but which does not affect the rights, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the stock transfer administration office duties or indemnities of the Rights Agent): THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CROSSROADS SYSTEMS, INC. Under certain circumstancesAND AMERICAN STOCK TRANSFER & TRUST COMPANY, as set forth in DATED AS OF AUGUST 21, 2002 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CROSSROADS SYSTEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. CROSSROADS SYSTEMS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS 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. If the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail purchases or acquires any shares of Common Stock of the Company prior 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 byDistribution 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 void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the such shares of Company Common Stock represented by such certificates of the Company shall be evidenced by such certificates alone deemed cancelled and registered holders of retired so that the shares of Company Common Stock shall also not be the registered holders of the associated Rights, and the transfer of entitled to exercise any of such certificates shall also constitute the transfer of the Rights associated with the any shares of Company Common Stock represented by such certificatesof the Company which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock 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), and (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock Shares then outstanding (the earlier earliest of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each common share of Company Common Stock 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 Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock Shares which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockShares shall also be deemed to be certificates for Rights, issued after the Record Date 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, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated Recoton Corporation (the "Company") and American Stock Transfer & Trust Company Chemical Mellon Shareholder Services, L.L.C. dated as of October 27, 1995 (the "Rights AgentAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration DateDate (as defined below), the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock 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 shares of Company Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date and or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent Agent, upon receipt of all necessary information, will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A EXHIBIT B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockShares, in substantially the form attached of EXHIBIT C hereto as Exhibit B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date (as defined hereinafter) or the Final Expiration Date (as defined hereinafter)), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date date of this Agreement but prior to the earlier of the Distribution Date and or the Expiration DateDate (as defined hereinafter). Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, and such certificates issued after the Record Date date of this Agreement shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Vari-Lite International, Inc. and ChaseMellon Shareholder Services, L.L.C., dated as of December 2September 27, 1997 1999 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights AgentRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights Agent. Vari-Lite International, 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. The Company Vari-Lite International, 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 any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and Date, or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityExempt Person) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person, or any Affiliate or Associate of such Person, would become an Acquiring Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock (or in the case of uncertificated shares of Company Common Stock Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign (by manual or facsimile signature) and the Rights Agent will send (at the expense of the Company and upon receipt of all relevant information, including the names and addresses of all relevant holders if the Rights Agent is not also the transfer agent and registrar of the Common Stock) by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution DateDate (other than the holder of any Rights that have become null and void pursuant to Section 7(e) hereof), at the address of such holder shown on the records of the Company, one or more rights certificates, substantially in substantially the form of Exhibit A B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following In connection with the Record Dateadoption of the Original Agreement, the Company will send sent a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "“Original Summary of Rights"), ”) by first-class, postage postage-prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. The Original Summary of Rights has been amended in substantially the form attached hereto as Exhibit C (the “Amended Summary of Rights”). The Company will make available a copy of the Amended Summary of Rights to any holder of Rights who may so request in writing from time to time prior to the Expiration Date or Final Expiration Date. (c) With respect to certificates representing shares of Common Stock outstanding as of the Record Date (or shares registered in book-entry form), or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights shallwill be evidenced by the certificates representing such Common Stock (or by an appropriate notification in book-entry form) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, without the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any further action, certificates representing shares of Common Stock (or the transfer of shares registered in book-entry form) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (d) Rights shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Date and Date, the Expiration DateDate or the redemption of the Rights pursuant to Section 23 hereof. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "“This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the that certain Amended and Restated Preferred Stock Rights Agreement, between VIVUS, Inc. (the “Company”) and Computershare Trust Company, N.A. (including any successor rights agent, the “Rights Agent”), dated as of December 2November 9, 1997 2016, as it may be further amended from time to time (the "“Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the stock transfer administration office offices of the Rights AgentAgent designated for such purposes. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent 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 any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." ” With respect to certificates representing any book-entry shares of Company Common Stock (whether or not Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates include containing the foregoing legend, or any notice of the foregoing legend or have appended delivered to them the Summary holders of Rights)book-entry shares, until the earlier of the (i) Distribution Date, (ii) Expiration Date and the Expiration Dateor (iii) redemption of Rights pursuant to Section 23 hereof, the Rights associated with the shares of Company Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone or such registration in book-entry form, and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates or book-entry shares shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (d), neither the omission of a legend, nor the failure to provide notice thereof (whether under this Section 3(d) or Section 4(b)), shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date Date, and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, Certificates representing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between BE Aerospace, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company BankBoston, N.A. (the "Rights Agent") dated as of November 12, 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 office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockShares, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date date of this Agreement but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles entities the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Eagle Geophysical, Inc. and ChaseMellon Shareholder Services, L.L.C., dated as of December 2August 24, 1997 1998 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights Agent. Eagle Geophysical, 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. The Company Eagle Geophysical, 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 any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date Date, and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) day after the date that a tender of the commencement of, or exchange offer by first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published to commence (which intention to commence remains in effect for five business days after such announcement), a tender or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor ruleexchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 1530% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by be separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested by the Company, send) by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,Distribution (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Junior Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Rowan Companies, Inc. (the "Company") and Citibank, N.A. (the "Rights Agent") dated as of December 2February 25, 1997 1992 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day, (or, if the tenth day after the Stock Acquisition Date and (ii) occurs before the Close Record Date, the close of Business business on the tenth Business Day (Record Date), or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken specified by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and Disinterested Directors, after the Stock Acquisition Date, or (ii) the close of which business on the Company will give tenth business day, or such later date as specified by the Rights Agent prompt written notice) majority of the Disinterested Directors, after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14e-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15shares of Voting Stock representing 28% or more of the shares of Company Common Stock then outstanding Voting Power (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As Unless otherwise delayed by an action of the Board of Directors, as soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage postage- prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Xxxxxxxxx World Industries, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company Chemical Mellon Shareholder Services, L.L.C. (the "Rights Agent")) effective as of March 21, 1996 (the "Rights Agreement") the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. 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 or cause to be mailed 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 any Affiliate Affiliates or Associate Associates 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." . Rights will expire March 21, 2006 unless earlier redeemed or otherwise extended as described in the Rights Agreement. With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and Date, (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeDirectors) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if if, upon consummation thereof thereof, such Person would be the Beneficial Owner of 15(x) 19.9% or more of the shares of Company Common Stock then outstanding or (y) Voting Securities representing 19.9% or more of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11 (a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) ), (ii), and (iiiii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company such Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between National Penn Bancshares, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company National Bank of Boyertown (the "Rights Agent") dated as of August 23, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent 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 Person, an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action a majority of the Company's Board of Continuing Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any entity holding shares of its Subsidiaries Common Stock for or pursuant to the terms of any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rulerule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date thereof (which certificates for shares of Company Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock so held,. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Series A Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (c) Rights shall, without any further action, be issued in respect of all Certificates for shares of Company Common Stock which are issued become outstanding (including any including, without limitation, reacquired shares of Company Common Stock held referred to in treasurythe last sentence of this paragraph (c)) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights AgreementAgreement between ENCAD, Inc. and Xxxxxx Trust Company of California, dated as of December 2March 19, 1997 1998 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the stock transfer administration office of the Rights Agent. ENCAD, 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. The Company ENCAD, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day (or such specified later date as may be determined by the Board with the concurrence of a majority of the Continuing Trustees before the occurrence of the Distribution Date) after the Stock Acquisition Date and (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board with the concurrence of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and Trustees before the occurrence of which the Company will give the Rights Agent prompt written noticeDistribution Date) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityan Exempt Person) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding an Acquiring Person (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for shares the Common Shares of the Company Common Stock registered in the names of the holders of shares the Common Shares of the Company Common Stock either with the Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit B (the "Summary of and subsequent to Rights"), attached or bearing the Record Date legend set forth in Section 3(c) hereof (which certificates for shares Common Shares of the Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares Common Shares of the Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares the Common Shares of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form of Exhibit A C hereto (the "Rights Certificates"), ) evidencing one Right for each share Common Share of the Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share of the Company has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a the Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares the Common Shares of the Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company outstanding as of the Record Date, as set forth in paragraph (a) above, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for the Common Shares of the Company with or without a copy of the Summary of Rights attached, and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing Common Shares of the Company in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares of the Company. (c) Rights shall, without any further action, shall be issued in respect of all shares Common Shares of the Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, and to the extent provided in Section 22 hereof, in respect of Common Shares of the Company issued after the Distribution Date and prior to the Expiration Date. Certificates, Certificates representing such shares Common Shares of the Company Common Stockshall also be deemed to be certificates for Rights, issued after and shall, as promptly as practicable following the Record Date shall Date, bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, Agreement between Hospitality Properties Trust (the "Company") and State Street Bank and Trust Company (the "Rights Agent") dated as of December 2May 20, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held beneficially owned (as such term is defined in the Rights Agreement) by, any Person who is, was or becomes an Acquiring Person 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." . 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 certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of the Distribution Date and or the Expiration Date, the Rights associated with the shares Common Shares of the Company Common Stock represented by such certificates shall be evidenced by such certificates alone alone, and registered holders of Common Shares of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares Common Shares of the Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticemay determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained or employee stock 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or instruct the Rights Agent to send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(1) or 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 Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following At the Record Daterequest of any holder of Common Stock, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as an Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record such holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date or, in certain circumstances provided for in Section 22 hereof, after the Distribution Date. Certificates, representing such shares of Company Common Stock, Certificates issued after the Record Date but prior to the earlier of the Distribu tion Date or the Expiration Date upon the transfer or new issuance of shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legendlegend or such similar legend as the Company may deem appropriate: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Questar Corporation and Chemical Mellon Shareholder Services, L.L.C., dated as of December 2February 13, 1997 1996 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is in on file at the principal office offices of the stock transfer administration office of the Rights AgentQuestar Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights will expire on the close of business on March 25, 2006 unless redeemed prior thereto. Questar 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 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 Affiliates or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently then held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Company's Board of Directors may determine prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityExempted Persons) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of the Common Stock (or, in the case of uncertificated shares of Company Common Stock as Stock, by the book-entry account that evidences record ownership of and subsequent to the Record Date such shares) (which certificates or book entries for shares of Company Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificatescertificates (or book entries), (y) the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock, and (yz) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record any holder of shares of Company Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Close of Business on the Record Date, at or issued subsequent to the address Record Date (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such holder shown on shares), unless and until the records Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock (or book entries) and the registered holders of the CompanyCommon Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Date and Date, the Expiration DateDate or the redemption of the Rights pursuant to Section 23 hereof. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear a legend substantially in the following legendform: "“This certificate [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the Section 382 Rights AgreementAgreement between Enzon Pharmaceuticals, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of December 2August 14, 1997 2020, as the same may be amended from time to time (the "“Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the stock transfer administration office offices 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] [these shares]. The Company Rights Agent will mail to the holder of [this certificate certificate] [these shares] 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 any Affiliate Related Persons thereof or Associate thereof specified transferees of such Acquiring Person (or Related Person thereof) (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." ” With respect to certificates representing any book-entry shares of Company Common Stock, such legend shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to certificated shares of Common Stock (whether containing the foregoing legend, or not such certificates include any notice of the foregoing legend or have appended delivered to them the Summary record holders of Rights)book-entry shares, until the earlier of the (i) Distribution Date and or (ii) the Expiration Date, the Rights associated with the such shares of Company Common Stock represented by such stock certificates or registered in book-entry form shall be evidenced by such certificates alone alone, or such registration in book-entry form alone, and registered holders of the such shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificatescertificates or book-entries. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the a Stock Acquisition Date and involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii) hereof, or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given commenced within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if if, upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock Shares then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock Shares registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date Shares (which certificates for shares of Company Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Company Common Stock Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock 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 Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights in accordance with Section 14(a) hereof. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, C to each record holder of shares of Company the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as of the Record Date, until the Distribution Date, the registered holders of the Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. (c) Except as provided in Section 22 hereof, Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which Shares that are issued (including any shares of Company Common Stock held in whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common Stock, Shares and all certificates issued after the Record Date upon the transfer of Common Shares outstanding on the Record Date shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between The Company, a Delaware corporation (the "Company") and Transfer Agent, a New York corporation (the "Rights Agent") dated as of December 2April 18, 1997 2002 (the "Rights Agreement"), between TransAct Technologies Incorporated (and as the "Company") and American Stock Transfer & Trust Company (the "Rights Agent")same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the shares of Company Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall promptly notify in writing the Rights Agent of the occurrence of the Distribution Date and, if the Rights Agent is no longer the Company's transfer agent, provide the Rights Agent with the names and addresses of all record holders of Commmon shares (together with all other necessary information), and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of attached hereto as Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which that may be appended to certificates that represent evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing Certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 222, 1997 2000 (the "Rights Agreement"), between TransAct Technologies Incorporated PG&E Corporation (the "Company") and American Stock Transfer & Trust Company Mellon Investor Services LLC (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the stock transfer administration office of the Rights AgentAgent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of of: (i) the Close of Business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityan Exempt Person) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 1510% or more of the shares of Company Common Stock then outstanding (the earlier earliest of (i) and (ii) above being herein referred to as the "Distribution Date"), , (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). A majority of the Continuing Directors or, if there are then no Continuing Directors, a majority of the Board of Directors of the Company may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date to be determined by a subsequent action or event. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(f) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 1(o) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date 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, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated NOVA Corporation (the "Company") and American Stock Transfer & Trust Company First Union National Bank (the "Rights Agent") dated as of July 9, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of of: (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date and (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeDirectors) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if if, upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding become an Acquiring Person, in either instance, other than pursuant to a Qualifying Offer (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Marathon Rights and Steel Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common the Marathon Stock and Steel Stock, respectively, registered in the names of the holders of shares of Company Common such Voting Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Marathon Stock and Steel Stock shall be deemed also to be certificates for Marathon Rights and Steel Rights, respectively) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Voting Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent thereof and provide the Rights Agent with a shareholders list of Marathon Stock and Steel Stock, and the Rights Agent will send or cause to be sent by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common (i) the Marathon Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B-1 hereto (the "Marathon Rights Certificates"), evidencing one Marathon Right for each share of Company Common Marathon Stock so held, , subject to adjustment as provided herein and (bii) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Steel Stock as of the Close close of Business business on the Record Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B-2 hereto (the "Steel Rights Certificates" and, together with the Marathon Rights Certificates, the "Rights Certificates"), evidencing one Steel Right for each share of Steel Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Voting Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Voting Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Voting Stock and the registered holders of Voting Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Voting Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Voting Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Voting Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockVoting Stock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear either (i) the legend set forth in the Original Rights Agreement or (ii) the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 Agreement (the "Rights Agreement"), ) between TransAct Technologies Incorporated USX Corporation (the "Company") and American Stock Transfer & Trust Company the Rights Agent thereunder (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend (or have appended to them the Summary of Rightslegend required under the Original Rights Agreement), until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Voting Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Voting Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Voting Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the surrender for transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement, Agreement between Central and South West Corporation (the "Company") and [ ] (the "Rights Agent") dated as of December 2________, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares 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 Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date and or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a) 14d-2 of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent Agent, upon receipt of all necessary information, will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary summary of the Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date (as defined hereinafter) or the Final Expiration Date (as defined hereinafter)), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date date of this Agreement but prior to the earlier of the Distribution Date and or the Expiration DateDate (as defined hereinafter). Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, and such certificates issued after the Record Date date of this Agreement shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Interphase Corporation and Computershare Investor Services, LLC, dated as of December 27, 1997 2000 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentInterphase Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Interphase 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date and Date, (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such a plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, (iii) the first date of public announcement (including, without limitation, the filing of any report pursuant to Section 13(d) of the Exchange Act) by the Company or a 40% Person that a 40% Person has become such and (iv) the occurrence of a Section 13 Event (the earlier earliest of (i), (ii) (iii) and (iiiv) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the by transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of attached as Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred StockRights, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of Exhibit B attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. CertificatesTo the extent practicable, certificates representing such shares of Company Common Stock, Stock and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated MIM Corporation (the "Company") and American Stock Transfer & Trust Company dated as of November 24, 1998 as it may be amended from time to time (the "Rights AgentAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 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." void and nontransferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given commenced within the meaning of Rule 14d-4(a) 14d-2 of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). The Company shall notify the Rights Agent in writing of the occurrence of a Distribution Date. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held, (b) As promptly , subject to adjustment as practicable following provided herein. In the Record Date, event that an adjustment in the Company will send a copy of a Summary number of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares per share of Company Common Stock as of the Close of Business on the Record Datehas been made pursuant to Section 11(p), at the address time of such holder shown on the records distribution of the CompanyRights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (cb) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing Certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "“This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement (the “Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"”), between TransAct Technologies Incorporated Xxxxx Limited (the "“Company"”) and American Stock Transfer & Trust Company Mellon Investor Services LLC (the "“Rights Agent"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the stock transfer administration office of the Rights AgentAgent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." ” With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights)Stock, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of its Subsidiaries any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any trustee entity holding Common Stock for or fiduciary with respect pursuant to the terms of any such plan acting plan) to commence, a tender or exchange offer that, if consummated, would result in such capacity) Person, alone or together with its Affiliates and Associates, becoming an Acquiring Person (including any such date which is first published or sent or given within after the meaning date of Rule 14d-4(a) this Agreement and prior to the issuance of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (Rights; the earlier of (i) and (ii) above such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the name of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Rights shall, without any further action, be issued in respect of all shares of Company Certificates for Common Stock which are become outstanding (including, without limitation, shares issued (including any shares out of Company treasury and certificates issued upon transfer or exchange of Common Stock held in treasuryStock) after the Record Date Date, but prior to the earlier earliest of the Distribution Date or the redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights, and the Expiration Date. Certificatesshall have impressed, representing such shares of Company Common Stockprinted, issued after the Record Date shall bear stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated Bellwether Exploration Company (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), dated as of September 12, 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 office executive offices of the stock transfer administration office of Company and the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly 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, 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 be null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date and the Expiration DateRights), the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rightsalone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. If 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 the shares of Common Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Shares Acquisition (or, if the tenth day after the Share Acquisition Date and occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of its Subsidiaries any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any trustee entity holding Common Shares for or fiduciary with respect pursuant to the terms of any such plan acting in such capacityplan) is first published to commence, a tender or sent or given exchange offer within the meaning of Rule 14d-4(a14d-2(a) of the Exchange Act General Rules and Regulations or under the Securities Act, the consummation of which would result in any successor rule, if upon consummation thereof such Person would be becoming the Beneficial Owner of Common Shares aggregating 15% or more of the shares of Company Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for shares of Company Common Stock Shares registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date thereof (which certificates for shares of Company Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock Share so held,. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockShares, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-first- class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in . With respect to certificates for Common Shares outstanding as of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of Date, until the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Shares Acquisition Date and (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 close of Business business on the tenth Business Day business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of its Subsidiaries any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any trustee entity holding Common Shares for or fiduciary with respect pursuant to the terms of any such plan acting in such capacityplan) is first published to commence, a tender or sent or given exchange offer within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or Act, the consummation of which would result in any successor rule, if upon consummation thereof such Person would be becoming the Beneficial Owner of 15Common Shares aggregating 5% or more of the shares of Company Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the close of business on the earlier of (i) and (ii) above such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for shares of Company Common Stock Shares registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date thereof (which certificates for shares of Company Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares Common Shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock Share so held,, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockShares, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the 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 thereby. (c) Rights shallCertificates for Common Shares which become outstanding (including, without any further actionlimitation, be issued reacquired Common Shares referred to in respect the last sentence of all shares of Company Common Stock which are issued this paragraph (including any shares of Company Common Stock held in treasuryc)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement, Agreement between CRIIMI MAE Inc. and Registrar and Transfer Company dated as of December 2January 23, 1997 2002, as amended from time to time (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the stock transfer administration office of the Rights Agent. CRIIMI MAE Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates certificates, and will no longer be evidenced by this certificate. The Company CRIIMI MAE Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to 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 will become null and void." void and will no longer be transferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of Company Common Stock represented by such certificatesa legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close earlier of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action after the Stock Acquisition Date, and the Close of Business on the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) tenth Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, or (ii) such later date as may be determined by action of a majority of the earlier Independent Directors (such determination to be made prior to either of the dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (such date as determined pursuant to either (i) or (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent evidence shares of Company Common Stock, ; in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date (but prior to the earlier of the Distribution Date and the Expiration Date. Certificates), representing and certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Liberty Technologies, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company StockTrans, Inc. (the "Rights Agent") originally dated as of May 1, 1996, and as amended to date the "Rights Agreement), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date and Date, (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such a plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, (iii) the first date of public announcement (including, without limitation, the filing of any report pursuant to Section 13(d) of the Exchange Act) by the Company or a 40% Person that a 40% Person has become such and (iv) the occurrence of a Section 13 Event (the earlier earliest of (i), (ii) (iii) and (iiiv) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the by transfer of the underlying shares of Company Common Stock (including a transfer to the Company). Upon the occurrence of a Distribution Date, the Company shall promptly notify the Rights Agent and request a stockholder list from the Company's transfer agent. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send send, by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of attached as Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred StockRights, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of Exhibit B attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. CertificatesTo the extent practicable, certificates representing such shares of Company Common Stock, Stock and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between JP Realty, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated Inc. (the "Company") and American Stock Transfer & Trust Company ChaseMellon Shareholder Services, L.L.C. dated as of August 11, 1999 as it may be amended from time to time (the "Rights AgentAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly 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 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." void and nontransferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 1510% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, Certificates representing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December July 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated WinStar Communications, Inc. (the "Company") and American Continental Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date Date, and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Voting Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As On the Record Date or as promptly as practicable following the Record Datethereafter, the Company will send sent a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (as amended to summarize the Rights as amended as of the date hereof, the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) The number of Rights associated with each share of Company Common Stock outstanding (including any shares of Company Common Stock held in treasury) on the date hereof shall be adjusted so that the number of Rights associated with each share of Company Common Stock on the date hereof shall equal one. (d) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date date hereof but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, Certificates representing such shares of Company Common Stock, Stock issued after the Record Date date hereof shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement, dated as of December 23, 1997 1999 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") Oneida Ltd. and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. The Company Rights Agent 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 any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of the Company or any entity holding shares of its Subsidiaries Common Stock for or pursuant to the terms of any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rulerule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date thereof (which certificates for shares of Company Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock so held,. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached of Exhibit C hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in . With respect of all to certificates for shares of Company Common Stock which are issued (including any shares outstanding as of Company Common Stock held in treasury) after the Record Date but prior to the earlier of Date, until the Distribution Date and the Expiration Date. Certificates, representing such shares of Company Common Stock, issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 2, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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 such certificates and will no longer be evidenced by this certificate. The Company will mail to registered in the holder names of this certificate the holders thereof together with a copy of the Summary of Rights Agreementattached thereto. Until the Distribution Date (or the Expiration Date), as in effect the surrender for transfer of any certificate for shares of Common Stock outstanding on the date Record Date, with or without a copy 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 any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights)Rights attached thereto, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificatesthereby.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which that may be appended to certificates that represent evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates, representing Certificates evidencing such shares of Company Common Stock, Stock issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of December 211, 1997 2000 (the "Rights Agreement"), between TransAct Technologies Incorporated Mpower Communications Corp. (the "Company") and American Continental Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of 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. 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 set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to certificates representing evidencing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by 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 its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2 (a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 1530% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above ii)- being herein referred to as the ("Distribution Date"), ; (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names name of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, , subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section ll (bp) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any rational Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates as promptly as practicable following the Record Date, Date and the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common StockRights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. . With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock; (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates, Certificates representing such shares of Company Common StockStock shall also be deemed to be certificates for Rights, issued after the Record Date and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights AgreementAgreement between Optical Coating Laboratory, Inc. (the "Company") and ChaseMellon Shareholder Services L.L.C. (the "Rights Agent") dated as of December 216, 1997 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the stock transfer administration office offices of the Rights Agent. Under certain circumstances, as set forth in the Rights theRights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent 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 any Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), (ii) the Close close of Business business on the tenth Business Day business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written noticeshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained 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 of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of shares of Company the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly With respect to certificates for the Common Stock outstanding as practicable following of the Record Date, until the Company Distribution Date, the Rights will send a copy be evidenced by such certificates for the Common Stock and the registered holders of a Summary the Common Stock shall also be the registered holders of Rights to Purchase Preferred Stockthe associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), in a form which may be appended to the transfer of any certificates that represent representing shares of Company Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, shall be issued in respect of all shares of Company Common Stock which are issued (including any shares of Company Common Stock held in whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates, Certificates representing such shares of Company Common Stock, issued after the Record Date Stock 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, dated as of December 2, 1997 (the "Rights Agreement"), Agreement between TransAct Technologies Incorporated Tokheim Corporation (the "Company") and American Stock Transfer & Xxxxxx Trust Company and Savings Bank (the "Rights Agent") dated as of January 22, 1997, as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the stock transfer administration office of the Rights AgentTokheim Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Tokheim 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 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 thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." . With respect to certificates representing shares of Company Common Stock (whether or not such certificates include containing the foregoing legend or have appended to them the Summary of Rights)legend, until the earlier of (i) the Distribution Date and or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the . The transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date and (or, if the tenth day after the Stock Acquisition Date is prior to the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by of the Company or of any Subsidiary of its Subsidiaries the Company, or any trustee entity holding shares of Common Stock for or fiduciary with respect pursuant to the terms of any such plan acting in such capacityplan) is first published or sent or given within the meaning of Rule 14d-4(a14d-2(a) of the General Rules and Regulations under the Exchange Act Regulations or any successor ruleAct, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 15% 15 percent or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), then (xw) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company the Common Stock registered in the names of the holders of shares of Company the Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificatesRights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired 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 that are no longer outstanding, and (z) in the event the Company issues any Common Stock after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Company shall issue one Right for each such newly issued share of Common Stock (including a transfer subject to adjustment as provided in Section 11(h)) which Right shall be evidenced by the Company)certificate for the associated share of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock so held,, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(h), at the time the Rights Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments pursuant to Section 14(a) so that Rights Certificates are distributed representing only whole numbers of Rights and cash is paid in lieu of fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as of Exhibit B C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall, without any further action, be issued in respect of all shares of Company All Common Stock certificates which are issued (including any shares of issued, either upon an original issuance by the Company Common Stock held in treasury) or upon a transfer by a holder, after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date. Certificates, representing such shares of Company Common Stockshall have impressed on, issued after the Record Date shall bear 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 rights set forth in an Amended and Restated Rights Agreement between Electro Scientific Industries, Inc. (the Rights Agreement, "Company") and Mellon Investor Services LLC dated as of December 2March 1, 1997 2001 (the "Rights Agreement"), between TransAct Technologies Incorporated (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the stock transfer administration office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, beneficially owned by Acquiring Persons or held by, any Person who is, was their Affiliates or becomes an Acquiring Person or any Affiliate or Associate thereof Associates (as such terms are defined in the Rights Agreement), whether currently held and Rights previously owned by or on behalf of such Person or by any subsequent holderPersons, may become null and void." With respect to certificates representing shares of Company Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates.