Common use of Legend on Common Stock Certificates Clause in Contracts

Legend on Common Stock Certificates. Certificates representing the Common Stock issued after the Record Time but prior to the Separation Time shall represent one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13, 2000 (as such may be amended from time to time, the "Rights Agreement"), between the Company and Xxxxx Fargo Bank Minnesota, 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 executive offices of the Company. Under certain circumstances and subject to the conditions set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented by separate certificates and may no longer be represented by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially in the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13July 18, 2000 2006 (as such may be amended from time to time, the "“Rights Agreement"”), between Swift Transportation Co., Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate “Associate” thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legenda legend substantially as follows: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated between First Union Corporation (the "Company") and First Union National Bank, as of December 13, 2000 Rights Agent (as such agreement may be supplemented or amended from time to time, the "Rights Agreement"), between the Company and Xxxxx Fargo Bank Minnesota, 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 executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemedterminated, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" Owned by an "Acquiring Person" Person or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time Date but prior to the Separation Time Date shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "Until the Separation Time Date (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13June 15, 2000 (as such may be amended from time to time, the "Rights Agreement"), between Amedisys, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemedterminated, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof", as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. ." Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company Date shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13September 10, 2000 1998 (as such may be amended from time to time, the "Rights Agreement"), between Spiexxx Xxxperties, Inc. (the Company "Company") and Xxxxx Fargo The Bank Minnesota, N.A.of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may not be exercisable or exchangeble, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If Notwithstanding anything in this Agreement to the Common Stock issued after contrary, in the Record Time but event that prior to the earlier of the Separation Time shall be uncertificated, or the registration of such Common Stock on the stock transfer books redemption or expiration of the Company shall evidence one Right for each share Rights, any shares of Common Stock represented thereby. The Company will mail or arrange for are retired and canceled in connection with the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name conversion of such Person on the stock transfer books shares to Excess Stock pursuant o Articles Ninth of the Company's Articles of Incorporation, without charge after as amended, then the receipt of a written request thereforassociated Rights shall be deemed to be similarly retired and canceled.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13October 28, 2000 2011 (as such may be amended from time to time, the "“Rights Agreement"”), between Optical Cable Corporation (the Company “Company”) and Xxxxx Fargo Bank MinnesotaAmerican Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate thereof, “Associate” thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. Notwithstanding the foregoing, neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to reflect the issuance of the Rights.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13August 24, 2000 2011 (as such may be amended from time to time, the "“Rights Agreement"”), between Collective Brands, Inc. (the Company “Company”) and Xxxxx Fargo Bank MinnesotaComputershare 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 executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 1322, 2000 1995 (as such may be amended from time to time, the "Rights Agreement"), between Astec Industries, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaMellon Investor Services LLC, N.A.a limited liability company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemedterminated, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. ." Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing the Confirmation or account statements sent to holders of Common Stock in Book Entry form, or, in the case of certificated shares of Common Stock, certificates representing shares of Common Stock, in each case issued after the Record Time but prior to the earlier of the Separation Time or the Expiration Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a statement or legend in substantially the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 12, 2000 2012 (as such may be amended from time to time, the "“Rights Agreement"”), between USA Truck, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Registrar and Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares Shares of Common Stock that are issued and outstanding at as of the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing statement or legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13January 30, 2000 1996 (as such may be amended from time to time, the "Rights Agreement"), between Xxxxxxx International, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaChemical Mellon Shareholder Services, N.A.L.L.C., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged at the election of the Company for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Stockholder Protection Rights Agreement, dated as of December 13November 2, 2000 2021 (as such may be amended from time to time, the "“Rights Agreement"”), between Optical Cable Corporation (the Company “Company”) and Xxxxx Fargo Bank MinnesotaAmerican Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate thereof, “Associate” thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. Notwithstanding the foregoing, neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to the reflect the issuance of the Rights.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 12, 2000 2001 (as such may be amended from time to time, the "Rights Agreement"), between Acuity Brands, Inc. (the Company "Company") and Xxxxx Wells Fargo Bank Minnesota, N.A., as Rights Agent, the terms of which xx xxich 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 and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company will mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend or such other notification as to which the Company and the Rights Agent shall mutually agree. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefortherefor from such Person.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 5, 2000 1999 (as such may be amended from time to time, the "Rights Agreement"), between Lanixx Xxxldwide, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaChaseMellon Shareholder Services, N.A.L.L.C., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company will mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common ----------------------------------- Stock issued after the Record Time but prior to before the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on on, or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13October 25, 2000 1996 (as such may be amended from time to time, the "Rights Agreement"), between First State Bancorporation (the Company "Company") and Xxxxx Fargo Bank MinnesotaAmerican Securities Transfer, N.A.Incorporated, as Rights Agent (the "Rights Agent," which shall include any successor Rights Agent), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions set forth circumstances, as stated in the Rights Agreement, such the Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an its Affiliate or Associate thereofAssociate, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) ), or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of to mail a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of receiving a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Shareholder Rights Agreement, dated as of December 13October 11, 2000 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaEquiServe Trust Company, N.A., as the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 1320, 2000 1996 (as such may be amended from time to time, the "Rights Agreement"), between Microtek Medical Holdings, Inc., f/k/a Isolyser Company, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaComputershare Investor Services, N.A.LLC, successor to SunTrust Bank, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company or a Subsidiary of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Shareholder Protection Rights Agreement, dated as of December 13February 20, 2000 1990 (as such may be amended from time to time, the "Rights Agreement"), between International Flavors & Fragrances Inc. (the Company "Company") and Xxxxx Fargo The Bank Minnesota, N.A.of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and thereby. Certificates for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Time but prior to the Date of this Agreement shall have impressed on, printed on, written on or otherwise affixed to them substantially the legend specified in Section 3(c) of the 2003 Agreement. Certificates for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Date of this Agreement but prior to the Separation Time shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a the Restated and Amended Stockholder Protection Rights Agreement, dated as of December 13February 11, 2000 2023 (as such may be further amended from time to time, the "“Rights Agreement"”), between Research Frontiers Incorporated (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Continental Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate thereof, “Associate” thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are were issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence foregoing legends. Notwithstanding the foregoing, neither the omission of a legend nor the foregoing legendinclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to the reflect the issuance of the Rights.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and thereby. Certificates for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Time but prior to the Date of this Agreement shall have impressed on, printed on, written on or otherwise affixed to them substantially the legend specified in Section 3(c) of the 2003 Agreement. Certificates for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Date of this Agreement but prior to the Separation Time shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a the Restated and Amended Stockholder Protection Rights Agreement, dated as of December 13February 11, 2000 2013 (as such may be further amended from time to time, the "“Rights Agreement"”), between Research Frontiers Incorporated (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Continental Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate thereof, “Associate” thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are were issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence foregoing legends. Notwithstanding the foregoing, neither the omission of a legend nor the foregoing legendinclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to the reflect the issuance of the Rights.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Shareholder Protection Rights Agreement, dated as of December 13February 20, 2000 1990 (as such may be amended from time to time, the "Rights Agreement"), between International Flavors & Fragrances Inc. (the Company "Company") and Xxxxx Fargo The Bank Minnesota, N.A.of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this This certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Shareholder Protection Rights Agreement, dated as of December 13April 8, 2000 2011 (as such may be amended from time to time, the "“Rights Agreement"”), between Anaren, Inc. (the Company “Company”) and Xxxxx Fargo Bank MinnesotaAmerican Stock Transfer & Trust Company, N.A.LLC (or any successor thereto), as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entityterminated, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13March 18, 2000 1998 (as such may be amended from time to time, the "Rights Agreement"), between Murfreesboro Bancorp, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.of Murfreesboro, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company or a Subsidiary of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13March 21, 2000 2011 (as such may be amended from time to time, the "“Rights Agreement"”), between GSE Systems, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Continental Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate thereof, “Associate” thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. Notwithstanding the foregoing, neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to the reflect the issuance of the Rights.

Legend on Common Stock Certificates. (a) Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time or the earlier Expiration Time, shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below)) or the earlier Expiration Time, this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13July 24, 2000 1998 (as such may be amended from time to time, the "Rights Agreement"), between Maverick Tube Corporation (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A., as the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entityterminated, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other or assets of the Company, may expire, may or become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Notwithstanding this Section 2.2(a), the omission of a legend shall not affect the enforceability on any part of this Rights Agreement or the rights of any holder of the Rights. With respect to such certificates containing the foregoing legend, until the Separation Time (or the earlier Expiration Time), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (b) Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If , and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock issued represented by such certificates. (c) In the event that the Company or any Subsidiary purchases or acquires any Common Stock after the Record Time but prior to the Separation Time Time, any Rights associated with such Common Stock shall be uncertificated, deemed cancelled and retired so that the registration Company shall not be entitled to exercise any Rights associated with the Common Stock that is no longer outstanding. Upon reissuance of such Common Stock on the stock transfer books of by the Company prior to the Separation Time (or the earlier Expiration Time), the Rights shall evidence one Right for each share of again attach to such Common Stock represented thereby. The Company will mail as set forth in Section 2.2(a) or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor(b) hereof.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13June 30, 2000 1999 (as such may be amended from time to time, the "Rights Agreement"), between IMPCO Technologies, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaChaseMellon Shareholder Services, N.A.L.L.C., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock ----------------------------------- issued (whether originally issued or from the Company's treasury account) after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following (or substantially similar) legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13March 21, 2000 1996 (as such has heretofore been and may hereafter be amended from time to time, the "Rights Agreement"), between PennFed Financial Services, Inc., a Maryland corporation (the Company "Company"), as successor by merger to PennFed Financial Services, Inc., a Delaware corporation, and Xxxxx Fargo Bank Minnesota, N.A.Registrar and Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge promptly after the receipt of a written request therefor." 2. Section 5.15 of the Rights Agreement is hereby amended to read in its entirety as follows:

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to referenced below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13February 15, 2000 2011 (as such may be amended from time to time, the "“Rights Agreement"”), between The St. Xxx Company (the Company “Company”) and Xxxxx Fargo Bank MinnesotaAmerican Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" Owned by an "Acquiring Person" Person or an Affiliate or Associate any Related Person thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13October 30, 2000 2007 (as such may be amended from time to time, the "“Rights Agreement"”), between Zep Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate “Associate” thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company will mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend or such other notification as to which the Company and the Rights Agent shall mutually agree. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefortherefor from such Person.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 5, 2000 2009 (as such may be amended from time to time, the "“Rights Agreement"”), between CA, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate “Associate” thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge charge, after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time Date but prior to the Separation Time Distribution Date shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time Distribution Date (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 135, 2000 2008 (as such may be amended from time to time, the "“Rights Agreement"”), between Raptor Pharmaceuticals Corp. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Nevada Agency & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an “Acquiring Person” or its “Affiliates” or “Associates” (as defined in the Rights Agreement) and certain related Persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent Date shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time Date but prior to the Separation Time Distribution Date shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge charge, after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing the Confirmation or account statements sent to holders of Common Stock in Book Entry form, or, in the case of certificated shares of Common Stock, certificates representing shares of Common Stock, in each case issued after the Record Time but prior to the earlier of the Separation Time or the Expiration Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a statement or legend in substantially the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13May 16, 2000 2012 (as such may be amended from time to time, the "“Rights Agreement"”), between Human Genome Sciences, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares Shares of Common Stock that are issued and outstanding at as of the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing statement or legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13May 22, 2000 2001 (as such may be amended from time to time, the "Rights Agreement"), between First Federal Financial Bancorp, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.Registrar and Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13February 8, 2000 2007 (as such may be amended from time to time, the "“Rights Agreement"”), between Xxxxxx-Xxxxxxxx Corporation (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.National City Bank, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The thereby and the Company will shall mail or arrange for the mailing of a copy of this Agreement to any every Person that holds such Common Stock, as evidenced by Stock a confirmation of the registration of the such Common Stock in the name of such Person on the stock transfer books of the Company, without charge after which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the receipt of a written request thereforabove legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection the Rights Agreement, dated as of December 13October 9, 2000 2007 (as such may be amended from time to time, the "“Rights Agreement"”), between Morgans Hotel Group Co. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (including if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. (a) Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time or the earlier Expiration Time, shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below)) or the earlier Expiration Time, this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13July 24, 2000 1998 (as such may be amended from time to time, the "Rights Agreement"), between Maverick Tube Corporation (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.Xxxxxx Trust and Savings Bank, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entityterminated, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other or assets of the Company, may expire, may or become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. With respect to such certificates containing the foregoing legend, until the Separation Time (or the earlier Expiration Time), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (b) Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If , and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock issued represented by such certificates. (c) In the event that the Company purchases or acquires any Common Stock after the Record Time but prior to the Separation Time Time, any Rights associated with such Common Stock shall be uncertificated, deemed cancelled and retired so that the registration Company shall not be entitled to exercise any Rights associated with the Common Stock that is no longer outstanding. Upon reissuance of such Common Stock on the stock transfer books of by the Company prior to the Separation Time (or the earlier Expiration Time), the Rights shall evidence one Right for each share of again attach to such Common Stock represented thereby. The Company will mail as set forth in Section 2.2(a) or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor(b) hereof.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13February 9, 2000 2011 (as such may be amended from time to time, the "“Rights Agreement"”), between CCA Industries, Inc. (the “Company”) and American Stock Transfer & Trust Company and Xxxxx Fargo Bank Minnesota, N.A.LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate thereof, “Associate” thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. Notwithstanding the foregoing, neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to the reflect the issuance of the Rights.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection the Rights Agreement, dated as of December 13October 9, 2000 2007 (as such may be amended from time to time, the "“Rights Agreement"”), between Morgans Hotel Group Co. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13o, 2000 1999 (as such may be amended from time to time, the "Rights Agreement"), between Lanixx Xxxldwide, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaChaseMellon Shareholder Services, N.A.L.L.C., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company will mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company's treasury) on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13October 15, 2000 2010 (as such may be amended from time to time, the "Rights Agreement"), between X. X. Xxxxxx Company, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaMellon Investor Services, N.A.LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate thereof, "Associate" thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. Notwithstanding the foregoing, neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to the reflect the issuance of the Rights.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time Date but prior to the Separation Time Distribution Date shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time Distribution Date (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13March 4, 2000 2010 (as such may be amended from time to time, the "“Rights Agreement"”), between General Moly, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Registrar and Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an “Acquiring Person” or its “Affiliates” or “Associates” (as defined in the Agreement) and certain related Persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent Date shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. Any certificates representing shares of Common Stock held in the inventory of the Rights Agent shall be imprinted with, or replaced with certificates including, the foregoing legend. If the Common Stock issued after the Record Time Date but prior to the Separation Time Distribution Date shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge charge, after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company’s treasury) on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Stockholder Protection Rights Agreement, dated as of December 13November 2, 2000 2021 (as such may be amended from time to time, the "“Rights Agreement"”), between Optical Cable Corporation (the Company “Company”) and Xxxxx Fargo Bank MinnesotaAmerican Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including, if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate thereof, “Associate” thereof (as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing)) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. Notwithstanding the foregoing, neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor, and the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the Common Stock issued prior to the Separation Time an appropriate notation to the reflect the issuance of the Rights.

Legend on Common Stock Certificates. Certificates representing for the Common ----------------------------------- Stock issued after the Record Time but prior to the Separation Time shall represent evidence, in addition to the Common Stock represented by such certificate, one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 21, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between XcelleNet, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaSunTrust Bank, N.A.Atlanta, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. ." Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence, in addition to the Common Stock represented by such certificate, one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13May 3, 2000 2004 (as such may be amended from time to time, the "Rights Agreement"), between Praxair, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.Registrar and Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time Date but prior to the Separation Time Date shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: legend (or any other legend as shall be approved from time to time by the Board of Directors of the Company): Until the Separation Time Date (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13August 26, 2000 1991, as amended and restated effective March 29, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Gentex Corporation (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company Date shall evidence one Right for each share of Common Stock represented evidenced thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below)) or the earlier Expiration Time, this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13October 15, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between Progressive Bank, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaRegistrar and Transfer Company, N.A., as the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. 4 Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If In the event that the Company purchases or acquires any Common Stock issued after the Record Time but prior to the Separation Time Time, any Rights associated with such Common Stock shall be uncertificated, deemed cancelled and retired so that the registration Company shall not be entitled to exercise any Rights associated with the Common Stock that is no longer outstanding. Upon reissuance of such Common Stock on the stock transfer books of by the Company prior to the Separation Time (or the earlier Expiration Time), the Rights shall evidence one Right for each share of again attach to such Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock set forth in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforSection 2.2 hereof.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13April 11, 2000 (as such may be amended from time to time, the "Rights Agreement"), between Hanover Capital Mortgage Holdings, Inc. (the Company "Company") and Xxxxx Fargo State Street Bank Minnesota, N.A.& Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock ----------------------------------- issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13, 2000 the date the holding company reorganization is consummated (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the Company "Company") and Xxxxx Fargo State Street Bank Minnesotaand Trust Company, N.A., as the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13January 31, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between Xxxxxx-Xxxxxxxx Corporation (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.KeyBank National Association, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 8, 2000 2012 (as such may be amended from time to time, the "“Rights Agreement"”), between CA, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Computershare Shareowner Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate “Associate” thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge charge, after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Stockholder Protection Rights Agreement (the "Rights Agreement"), dated as of December 13February 10, 2000 2003 (as such may be amended from time to time, the "Rights Agreement"), between ADVO, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC (successor to Mellon Securities Trust Company), as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entityterminated, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company or a Subsidiary of the Company, may expire, may become null and void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Shareholder Protection Rights Agreement, dated as of December 13September 15, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between CollaGenex Pharmaceuticals, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December February 13, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between KLLM Transport Services, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaKeyCorp Shareholder Services, N.A.Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company or a Subsidiary of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time Date shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time Date (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection an Amended and Restated Rights Agreement, dated as of December January 13, 2000 2004 (as such may be amended from time to time, the "“Rights Agreement"”), between The Bank of New York Company, Inc. (the Company “Company”) and Xxxxx Fargo The Bank Minnesota, N.A.of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are were issued and outstanding at the Record Time Date shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legendlegend and certificates representing shares of Common Stock issued after the Record Date but prior to the date hereof bearing a form of legend set forth in the Original Rights Agreement shall evidence one Right for each share of Common Stock on the terms set forth in this Agreement. If the Common Stock issued after the Record Time Date but prior to the Separation Time Date shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13April 16, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between CytRx Corporation (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemedterminated, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. ." Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing The Company currently maintains book entry stock transfer records. The stock transfer records of the Company shall reflect that each share of Common Stock outstanding on the Record Date and each share issued prior to the Separation Date have one Right for each share. If the Company issues certificates for the Common Stock Stock, including shares issued after the Record Time Date but prior to the Separation Time Date, they shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: legend (or any other legend as shall be approved from time to time by the Board of Directors of the Company): Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 1, 2000 2004 (as such may be amended from time to time, the "“Rights Agreement"”), between the Company Fremont Michigan InsuraCorp, Inc. (“Company”) and Xxxxx Fargo Bank Minnesota, N.A.REGISTRAR AND TRANSFER COMPANY, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" Owned by an "Acquiring Person" Person or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company Date shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13, 2000 2007 (as such may be amended from time to time, the "“Rights Agreement"”), between Zep Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate “Associate” thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company will mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend or such other notification as to which the Company and the Rights Agent shall mutually agree. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefortherefor from such Person.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued (whether originally issued or from the Company's treasury account) after the Record Time date hereof but prior to the earlier of the Separation Time and the Expiration Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: Until the earlier of the Separation Time and the Expiration Time (as such terms are defined in the Rights Agreement referred to below), this certificate shall also represents evidence and entitles entitle the holder hereof to certain Rights as set forth in a the Amended and Restated Stockholder Protection Rights Agreement, dated as of December 13October 20, 2000 1999 (as such may be amended from time to time, the "Rights Agreement"), between Charter One Financial, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaBankBoston, 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 executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock, Preferred Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence as of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration date of such Common Stock on the stock transfer books of the Company this Agreement shall evidence one Right for each share of Common Stock represented therebyevidenced thereby notwithstanding the absence of the foregoing legend. The Company will mail or arrange for To the mailing of a copy of this Agreement to any Person that holds Common Stockextent provided in Section 5.3, as evidenced Rights shall be issued by the registration Company in respect of the shares of Common Stock in that are issued or sold by the name of such Person on the stock transfer books of the Company, without charge Company after the receipt of a written request thereforSeparation Time and prior to the Expiration Time.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Stockholder Protection Rights Agreement, dated as of December 13July 3, 2000 2007 (as such may be amended from time to time, the "“Rights Agreement"”), between Vertrue Incorporated (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13October 16, 2000 2006 (as such may be amended from time to time, the "“Rights Agreement"”), between CA, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate “Associate” thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge charge, after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time date hereof but prior to the Separation Time Distribution Date shall represent evidence one Right for each share four shares of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this This certificate also represents and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection an Amended and Restated Rights Agreement, dated as of December 134, 2000 (between Shoney's, Inc. and Registrar and Transfer Company, as such may the same shall be amended from time to time, time (the "Rights Agreement"), between the Company and Xxxxx Fargo Bank Minnesota, 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 executive offices of the Company. Shoney's, Inc. Under certain circumstances and subject to the conditions circum-stances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the CompanyStock, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company Shoney's, Inc. will mail or arrange for the mailing of a copy of the Rights Agreement mail, without charge, to the holder of this certificate without charge a copy of the Rights Agreement, together with any amendments thereto, that is then in effect within five days after the receipt of a written request thereforrequest. Certificates representing shares of Common Stock that are were issued and outstanding at the Record Time time of the dividend of the Rights shall represent evidence one Right for each share four shares of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the legend and certificates representing shares of Common Stock issued after the Record Time such time but prior to the Separation Time shall be uncertificated, the registration date hereof bearing an earlier form of such Common Stock on the stock transfer books of the Company this legend shall evidence one Right for each share four shares of Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforterms set forth in this Agreement.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13March 4, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between Pharmacia & Upjohn, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.Harrxx Xxxst & Savings Bank, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common ----------------------------------- Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 20, 2000 1998 (as such may be amended from time to time, the "Rights Agreement"), between Varian Associates, Inc. (the "Company") and First Chicago Trust Company and Xxxxx Fargo Bank Minnesota, N.A.of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company or a Subsidiary of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. ." Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing the Common Stock issued after the Record Time but prior to the Separation Time shall represent one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13March 2, 2000 (as such may be amended from time to time, the "Rights Agreement"), between the Company and Xxxxx Fargo Bank Minnesota, N.A.ChaseMellon Shareholder Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented by separate certificates and may no longer be represented by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time hereof but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13March 1, 2000 1999 (as such may be amended from time to time, the "Rights Agreement"), between Mid-America Apartment Communities, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.First Union National Bank, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Certificates representing shares of Common Stock that are were issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. (a) Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time or the earlier Expiration Time, shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below)) or the earlier Expiration Time, this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13May 1, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between Arrow Financial Corporation (the Company "Company") and Xxxxx Fargo Glens Falls National Bank Minnesota, N.A.and Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entityterminated, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other or assets of the Company, may expire, may or become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. With respect to such certificates containing the foregoing legend, until the Separation Time (or the earlier Expiration Time), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (b) Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If , and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock issued represented by such certificates. In the event that the Company purchases or acquires any Common Stock after the Record Time but prior to the Separation Time Time, any Rights associated with such Common Stock shall be uncertificated, deemed cancelled and retired so that the registration Company shall not be entitled to exercise any Rights associated with the Common Stock that is no longer outstanding. Upon reissuance of such Common Stock on the stock transfer books of by the Company prior to the Separation Time (or the earlier Expiration Time), the Rights shall evidence one Right for each share of again attach to such Common Stock represented thereby. The Company will mail as set forth in Section 2.2(a) or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor(b) hereof.

Legend on Common Stock Certificates. Certificates representing the Common Stock issued after the Record Time but prior to the Separation Time shall represent one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13_____________, 2000 1999 (as such may be amended from time to time, the "Rights Agreement"), between the Company and Xxxxx Fargo Bank Minnesota, 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 executive offices of the Company. Under certain circumstances and subject to the conditions set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or other securities and/or cash and/or other assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented by separate certificates and may no longer be represented by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13June 30, 2000 2002 (as such may be amended from time to time, the "Rights Agreement"), between Praxair, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.Registrar and Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such 12 RIGHTS AGREEMENT BETWEEN PRAXAIR, INC. AND REGISTRAR & TRANSFER COMPANY DATED AS OF JUNE 30, 2002 Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13______, 2000 2001 (as such may be amended from time to time, the "Rights Agreement"), between L & C Spinco, Inc. (the Company "Company") and Xxxxx Fargo Welxx Xxrgo Bank Minnesota, 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 executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate "Affiliate" or Associate "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company will mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefortherefor from such Person.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13November 22, 2000 2010 (as such may be amended from time to time, the "“Rights Agreement"”), between Dynegy Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.Mellon Investor Services LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemedterminated, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Payment Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13January 14, 2000 2010 (as such may be amended from time to time, the "“Rights Agreement"”), between Krispy Kreme Doughnuts, Inc. (the Company “Company”) and Xxxxx Fargo Bank Minnesota, N.A.American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (including if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Payment Time shall represent shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Payment Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. The Company will shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time Date but prior to the Separation Time Date shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time Date (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13April 30, 2000 1997 (as such may be amended from time to time, the "Rights Agreement"), between HCIA Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.Chemical Mellon Shareholder Services, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company Date shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13January 30, 2000 1996 (as such may be amended from time to time, the "Rights Agreement"), between Brxxxxx Xnternational, Inc. (the Company "Company") and Xxxxx Fargo Bank MinnesotaChemical Mellon Shareholder Services, N.A.L.L.C., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged at the election of the Company for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued after the Record Time but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13February 14, 2000 (as such may be amended from time to time, the "Rights Agreement"), between Papa John's International, Inc. (the Company "Company") and Xxxxx Fargo Bank Minnesota, N.A.National City Bank, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemedterminated, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may be redeemed, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. ." Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent one Right for each share of Common Stock represented thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company will mail or arrange for evidenced thereby notwithstanding the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration absence of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request thereforforegoing legend.

Legend on Common Stock Certificates. Certificates representing for the Common Stock issued on or after the Record Time date of this Agreement but prior to the Separation Time shall represent evidence one Right for each share of Common Stock represented thereby and and, except for certificates for the Common Stock issued in connection with the Holding Company Merger (which certificates previously represented common stock of Old Parent), shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also represents evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Protection Rights Agreement, dated as of December 13September 25, 2000 2007 (as such may be amended from time to time, the "“Rights Agreement"”), between Acuity Brands Holdings, Inc. (the Company “Company”) and Xxxxx Fargo The Bank Minnesota, N.A.of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances and subject to the conditions circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities and/or cash and/or other or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock and/or or other securities and/or cash and/or other or assets of the Company, may expire, may become null and void (if they are "“Beneficially Owned" ” by an "“Acquiring Person" ” or an Affiliate “Affiliate” or Associate “Associate” thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be represented evidenced by separate certificates and may no longer be represented evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall represent evidence one Right for each share of Common Stock represented evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented therebythereby and the Company will mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend or such other notification as to which the Company and the Rights Agent shall mutually agree. The Company will mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefortherefor from such Person.