Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation and American Stock Transfer and Trust Company, as Rights Agent, dated as of September 18, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time prior to the Distribution Date pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In additionDate or, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Datecertain circumstances provided in Section 22 hereof, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to after the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Great Lakes Chemical Corporation and American Stock Transfer and ▇▇▇▇▇▇ Trust Company, Company of New York as Rights Agent, Agent dated as of September 187, 1998 1989, as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Great Lakes Chemical Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Great Lakes Chemical Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons, Adverse Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, Stock and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesthe shares of Common Stock represented thereby. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and the Company will deliver to the Rights Agent to be countersigned, which the Rights Agent shall do, and the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As On the Record Date, or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, as shown by the records Date (other than any Acquiring Person or any Associate or Affiliate of the Companyany Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such recordscertificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date and the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and or the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate Certificates would be issued issued; and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, on or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation First Priority Group, Inc. and North American Stock Transfer and Trust CompanyCo., as Rights Agent, dated as of September 18December 28, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. First Priority Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation First Priority Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: , (i) the Rights shall be issued in respect of and shall be evidenced (subject to Section 3(b)) by the certificates representing the shares of Common Stock issued and outstanding on registered in the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest names of the Distribution Date, the Redemption Date, the Exchange Date record holders thereof (or the Expiration Date (which certificates for by Book Entry shares in respect of such Common Stock shall be deemed to also be certificates evidencing the Rights), Stock) and not by separate certificates; Rights Certificates, (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock, and (iii) the surrender for transfer of any certificate for certificates representing such shares of Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such shares. As soon certificates. (b) On or as promptly as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Record Date, the Rights Agent Company shall mail, send by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder shares of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records of the Company as of such recordsdate, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached hereto as Exhibit C. With respect to certificates for Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (or the Book Entry shares) together with the Summary of Rights. (c) Rights shall be issued by the Company in respect of all shares of Common Stock which are (other than any shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or sold delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shallexcept as specially provided in Section 21 hereof, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to after the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights . Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressedstamped on, printedimpressed on, or printed on, written on, or otherwise affixed to them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Exide Abraxas Petroleum Corporation and American Stock Transfer and & Trust Company, as Rights Agent, dated as of September 18March 16, 1998 2010 and as amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Abraxas Petroleum Corporation. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Abraxas Petroleum Corporation will shall mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances as set forth in the Rights Agreement, Rights that were, are or become were beneficially owned by an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void void. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of the legend required hereby, nor the failure to deliver the notice of such legend, shall amend or affect the enforceability of any part of this Agreement or the rights of any holder of the Rights or the Company or the Board with respect thereto. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (d), neither the omission of the legend required hereby, nor the failure to deliver the notice of such legend, shall amend or affect the enforceability of any part of this Agreement or the rights of any holder of the Rights or the Company or the Board with respect thereto. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Stock, a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates, and the Rights will be transferable only separately from the transfer of Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (including f) In the event that the Company purchases or otherwise acquires any subsequent holder) shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not have any right be entitled to exercise such Rightsany Rights associated with the shares of Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date: , (i) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of paragraph (b), (c) and (d) of this Section 3) by the certificates representing the shares of Common Stock issued and outstanding on registered in the Record Date and shares names of the holders of the Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date whether or the Expiration Date not now or hereinafter held in certificated or uncertificated form (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; , and (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute (including a transfer to the surrender for transfer of the Rights associated with such sharesCompany). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each such record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")right certificates, in substantially the form of Exhibit B heretoA hereto (or as appropriate transaction advices evidencing the Rights if the Common Stock is held in uncertificated form, (the “Rights Certificates”), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificatessubject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o11(i) of this Agreementhereof, at the time of distribution of the Rights Certificates, Certificates the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreementhereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable after following the Record Rights Dividend Declaration Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, as shown by the records of the Companythat day, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such recordscertificates for the Common Stock (or transaction advices if Common Stock is held in uncertificated form) and the registered holders of such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates or transaction advices representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior the Expiration Date (including the issuance of Common Stock pursuant to the Distribution Dateexercise of rights under the Company’s benefit plans), unless the Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock shall also be deemed to be certificates for Rights. (iid) upon the exercise, conversion or exchange of securities Any certificates issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing that represent shares of Common Stock outstanding on the Record Date or shares in respect of Common Stock which rights have been issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Exide Union National Financial Corporation (the “Company”) and American Stock Registrar and Transfer and Trust Company, as Company (the “Rights Agent, ”) dated as of September 18August 27, 1998 2007 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that wereissued to, are or become beneficially owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void, and the holder transfer of such Rights may be deemed to be restricted. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights (including any subsequent holder) shall not have any right to exercise associated with the Common Stock represented by such Rightscertificates.

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date: Time and the Expiration Time, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights shall be issued in respect of and shall be evidenced by the certificates representing the for shares of Common Stock issued and outstanding on registered in the Record Date and names of the holders of shares of Common Stock issued after (or, in the Record Date and prior to case of uncertificated shares of Common Stock, by the earliest book-entry account that evidences record ownership of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date such shares) (which certificates or book entries for Common Stock shall be deemed also to also be certificates evidencing the or book entries for Rights), and not by separate certificates; certificates (or book entries), (ii) the registered holders surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock Stock) in respect of which Rights have been issued shall also be constitute the registered holders transfer of the Rights associated with such shares; shares of Common Stock and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As of and after the Distribution Time, the Rights shall be evidenced solely by such Rights Certificates, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of Rights Certificates and the Rights associated shall be transferable separately from the Common Stock. (b) The Company shall promptly notify the Rights Agent of a Distribution Time and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a stockholder list together with such sharesall other relevant information. As soon as practicable after the Company has notified the Rights Agent of the occurrence is notified of the Distribution DateTime and receives such information, the Rights Agent shall mail, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyTime, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")certificates, in substantially the form of Exhibit B heretoC (the “Rights Certificates”), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. From and after To the Distribution Dateextent that a Flip-in Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion (but which do not affect the rights, duties, liabilities or responsibilities of the Rights will Agent), to minimize the possibility that Rights Certificates are received by Persons whose Rights would be evidenced solely by such null and void under Section 7(e) and provide reasonably prompt written notice thereof to the Rights CertificatesAgent. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement11, at the time of distribution of the Rights Certificates, the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (bc) As soon as practicable after the Record Date, the Company will send shall mail a copy of the a Summary of Rights by first-classRights, postage prepaid mailin substantially the form attached as Exhibit D (the “Summary of Rights”), to each record holder of Common Stock Rights as of the Close of Business on the Record Date, at the holder’s address as shown by the records of the Company, at the address of such holder shown on such records. (cd) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or sold by from the Company Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and Time or the Expiration Date. In additionTime or, in connection with the issuance or sale of Common Stock by the Company following certain circumstances provided in Section 22, after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Time. Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior shall also be deemed to the earliest of the Distribution Date, the Redemption Date, the Exchange Date be certificates for Rights and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights rights (the “Rights”) as set forth in a the Stockholder Rights Agreement between Exide Corporation and American Stock Transfer and Trust Company, as Rights AgentAgreement, dated as of September 18June 27, 1998 2024 (as the same may be amended from time to time, the “Rights Agreement”), by and between Purple Innovation, Inc., a Delaware corporation (the "Rights Agreement"“Company”), and Pacific Stock Transfer Company (or 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 Exide Corporationthe Company. Under certain circumstances, as set forth in the Stockholder Rights Agreement, such the Rights will shall be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation will The Company shall mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Stockholder Rights Agreement, any Rights that were, are Beneficially Owned by any Person who is or become beneficially owned by was an Acquiring Persons Person or their Associates or Affiliates a Related Person of an Acquiring Person (as such terms are defined in the Stockholder Rights Agreement) may or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to certificated shares of Common Stock containing the foregoing legend, or any notice of the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Time or (ii) the Expiration Time, the Rights associated with such shares of Common Stock represented by certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form alone, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights (including associated with the shares of Common Stock represented by such certificates or book entries. In the event the Company purchases or acquires any subsequent holder) shares of Common Stock after the Record Date but prior to the Distribution Time, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not have any right be entitled to exercise such any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Issuance of Rights Certificates. (a) Until the Distribution Date: : (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, -------- however, that (x) no such Rights and Rights Certificate shall ------- be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation Celestial Seasonings, Inc. and American Stock Transfer ▇▇▇▇▇▇ Trust and Trust CompanySavings Bank, as Rights Agent, dated as of September 18_________, 1998 1993 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. Celestial Seasonings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation Celestial Seasonings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock Shares issued and outstanding on the Record Date and shares of Common Stock Shares issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock Shares shall also be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock Shares shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common StockShares, and the surrender for transfer of any certificate for such shares of Common Stock Shares shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time prior to the Distribution Date pursuant to this Agreement) for each share of Common Stock Share so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, mail to each record holder of Common Stock Shares as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or sold by from the Company Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In additionDate and, in connection with the issuance or sale certain circumstances provided for in Section 22, may be issued in respect of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to Shares that become outstanding after the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock Shares outstanding on the Record Date or shares of Common Stock Shares issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to to, them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation DPL Inc. and American Stock Transfer and EquiServe Trust Company, N.A. as Rights Agent, Agent dated as of September 1825, 1998 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. DPL Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation DPL Inc. will mail to the holder of record of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, as provided in the Rights that wereAgreement, are or become Rights beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) a. Until the Distribution Date: , (i) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates representing the shares of Common Stock issued and outstanding on registered in the Record Date and shares names of the holders of the Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed also to also be certificates evidencing for the associated Rights), ) and not by separate rights certificates; , and (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall will be transferable only in connection with the transfer of the associated shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe stock transfer records of the Company, one or more certificates evidencing rights certificates, in substantially the Rights form of EXHIBIT A hereto (the "Rights Certificates"), evidencing in substantially the form aggregate that number of Exhibit B hereto, evidencing one Right (as adjusted from time Rights to time pursuant to which such holder is entitled in accordance with the provisions of this Agreement) for each share . As of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In . b. Any Person who has reported or is required to report ownership of the event Company's capital stock on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report), which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 (or any successor or comparable provision) of such Schedule (other than the disposition of the Common Stock), who within 10 Business Days of being requested by the Company, certifies to the Company that an adjustment in the number of Rights per share such Person acquired shares of Common Stock has been made pursuant to Section 11(o) in excess of this Agreement, at 14.9% inadvertently or without knowledge of the time of distribution terms of the Rights Certificatesand who, together with all of such Person's Affiliates and Associates, thereafter does not acquire additional shares of Common Stock while the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, shall be deemed an inadvertent acquiror (an "Inadvertent Acquiror"). Within 10 Business Days of such certification, the Company may make Inadvertent Acquiror must divest itself of enough shares of Common Stock to reduce its holdings below the necessary 15% threshold, and appropriate adjustments (failure to so divest will result in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightssuch Inadvertent Acquiror becoming an Acquiring Person immediately after such 10 Business Day Period. (b) c. As soon as practicable after the Dividend Record Date, the Company will send cause a copy of the Summary of Rights Rights, in substantially the form attached hereto as EXHIBIT B (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Dividend Record Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe stock transfer records of the Company. (c) d. Rights shall shall, without any further action, be issued in respect of all shares of Common Stock which are outstanding on the Dividend Record Date and in respect of all shares of Common Stock which are issued (whether originally issued or sold by delivered from the Company Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and (ii) the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (iiii) the exercise redemption of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to Rights. Commencing as soon as reasonably practicable following the Distribution Dividend Record Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates certificates issued after the Dividend Record Date representing for shares of Common Stock outstanding on shall bear the Record Date following legend (or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Exide Corporation the issuer and American Stock Transfer and Trust Company▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), dated as of September 18February 21, 1998 2001 (the "Shareholder Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationboth the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Shareholder Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Shareholder Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Shareholder Rights Agreement, Rights that wereissued to, are or become beneficially owned held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate of an Acquiring Person (as each such terms are term is defined in the Shareholder Rights Agreement) ), whether currently held by or on behalf of such Person, Affiliate, Associate or certain subsequent holders, may become null and void void. With respect to certificates representing shares of Common Stock (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the earliest of the (i) Distribution Date, (ii) the Expiration Date or (iii) the redemption of the Rights, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone and the holder registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the shares of the Common Stock represented by such Rights (including any subsequent holder) shall not have any right to exercise such Rightscertificate.

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date: Time and the Expiration Time, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights shall be issued in respect of and shall be evidenced by the certificates representing the for shares of Common Stock issued and outstanding on registered in the Record Date and names of the holders of shares of Common Stock issued after (or, in the Record Date and prior to case of uncertificated shares of Common Stock, by the earliest book-entry account that evidences record ownership of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date such shares) (which certificates or book entries for Common Stock shall be deemed also to also be certificates evidencing the or book entries for Rights), and not by separate certificates; certificates (or book entries), (ii) the registered holders surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock Stock) in respect of which Rights have been issued shall also be constitute the registered holders transfer of the Rights associated with such shares; shares of Common Stock and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As of and after the Distribution Time, the Rights shall be evidenced solely by such Rights Certificates, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of Rights Certificates and the Rights associated shall be transferable separately from the Common Stock. (b) The Company shall promptly notify the Rights Agent of a Distribution Time and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a stockholder list together with such sharesall other relevant information. As soon as practicable after the Company has notified the Rights Agent of the occurrence is notified of the Distribution DateTime and receives such information, the Rights Agent shall mail, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyTime, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")certificates, in substantially the form of Exhibit B heretoC (the “Rights Certificates”), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. From and after To the Distribution Dateextent that a Flip-in Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion (but which do not affect the rights, duties, liabilities or responsibilities of the Rights will Agent), to minimize the possibility that Rights Certificates are received by Persons whose Rights would be evidenced solely by such null and void under ‎Section 7(e) and provide reasonably prompt written notice thereof to the Rights CertificatesAgent. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement‎Section 11, at the time of distribution of the Rights Certificates, the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section ‎Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (bc) As soon as practicable after the Record Date, the Company will send shall mail a copy of the a Summary of Rights by first-classRights, postage prepaid mailin substantially the form attached as Exhibit D (the “Summary of Rights”), to each record holder of Common Stock Rights as of the Close of Business on the Record Date, at the holder’s address as shown by the records of the Company, at the address of such holder shown on such records. (cd) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or sold by from the Company Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and Time or the Expiration Date. In additionTime or, in connection with the issuance or sale of Common Stock by the Company following certain circumstances provided in ‎Section 22, after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Time. Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior shall also be deemed to the earliest of the Distribution Date, the Redemption Date, the Exchange Date be certificates for Rights and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights rights (the “Rights”) as set forth in a the Stockholder Rights Agreement between Exide Corporation and American Stock Transfer and Trust Company, as Rights AgentAgreement, dated as of September 18June 27, 1998 2024 (as the same may be amended from time to time, the “Rights Agreement”), by and between Purple Innovation, Inc., a Delaware corporation (the "Rights Agreement"“Company”), and Pacific Stock Transfer Company (or 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 Exide Corporationthe Company. Under certain circumstances, as set forth in the Stockholder Rights Agreement, such the Rights will shall be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation will The Company shall mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Stockholder Rights Agreement, any Rights that were, are Beneficially Owned by any Person who is or become beneficially owned by was an Acquiring Persons Person or their Associates or Affiliates a Related Person of an Acquiring Person (as such terms are defined in the Stockholder Rights Agreement) may or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to certificated shares of Common Stock containing the foregoing legend, or any notice of the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Time or (ii) the Expiration Time, the Rights associated with such shares of Common Stock represented by certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form alone, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights (including associated with the shares of Common Stock represented by such certificates or book entries. In the event the Company purchases or acquires any subsequent holder) shares of Common Stock after the Record Date but prior to the Distribution Time, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not have any right be entitled to exercise such any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this ‎Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide First Brands Corporation and American Continental Stock Transfer and & Trust Company, as Rights Agent, dated as of September 18March 22, 1998 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide First Brands Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide First Brands Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date: Time and the Expiration Time, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights shall be issued in respect of and shall be evidenced by the certificates representing the for shares of Common Stock issued and outstanding on registered in the Record Date and names of the holders of shares of Common Stock issued after (or, in the Record Date and prior to case of uncertificated shares of Common Stock, by the earliest book-entry account that evidences record ownership of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date such shares) (which certificates or book entries for Common Stock shall be deemed also to also be certificates evidencing the or book entries for Rights), and not by separate certificates; certificates (or book entries), (ii) the registered holders surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock Stock) in respect of which Rights have been issued shall also be constitute the registered holders transfer of the Rights associated with such shares; shares of Common Stock and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As of and after the Distribution Time, the Rights shall be evidenced solely by such Rights Certificates, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of Rights Certificates and the Rights associated shall be transferable separately from the Common Stock. (b) The Company shall promptly notify the Rights Agent of a Distribution Time and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a shareholder list together with such sharesall other relevant information. As soon as practicable after the Company has notified the Rights Agent of the occurrence is notified of the Distribution DateTime and receives such information, the Rights Agent shall mail, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyTime, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")certificates, in substantially the form of Exhibit B heretoA (the “Rights Certificates”), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. From and after To the Distribution Dateextent that a Flip-in Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion (but which do not affect the rights, duties, liabilities or responsibilities of the Rights will Agent), to minimize the possibility that Rights Certificates are received by Persons whose Rights would be evidenced solely by such null and void under Section 7(e) and provide reasonably prompt written notice thereof to the Rights CertificatesAgent. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement11, at the time of distribution of the Rights Certificates, the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (bc) As soon The Company shall make available, as practicable after the Record Datepromptly as practicable, the Company will send a copy of the a Summary of Rights by first-classRights, postage prepaid mailin substantially the form attached as Exhibit B (the “Summary of Rights”), to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such recordsExpiration Time. (cd) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or sold by from the Company Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and Time or the Expiration Date. In additionTime or, in connection with the issuance or sale of Common Stock by the Company following certain circumstances provided in Section 22, after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Time. Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior shall also be deemed to the earliest of the Distribution Date, the Redemption Date, the Exchange Date be certificates for Rights and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights rights (the “Rights”) as set forth in a the Shareholder Rights Agreement between Exide Corporation and American Stock Transfer and Trust Company, as Rights AgentAgreement, dated as of September 1819, 1998 2022 (as the same may be amended from time to time, the “Rights Agreement”), by and between Nordstrom, Inc., a Washington corporation (the "Rights Agreement"“Company”), and Computershare Trust Company, N.A., the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will shall be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, any Rights that were, are Beneficially Owned by any Person who is or become beneficially owned by was an Acquiring Persons Person or their Associates or Affiliates a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) may or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to certificated shares of Common Stock containing the foregoing legend, or any notice of the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Time or (ii) the Expiration Time, the Rights associated with such shares of Common Stock represented by certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form alone, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights (including associated with the shares of Common Stock represented by such certificates or book entries. In the event the Company purchases or acquires any subsequent holder) shares of Common Stock after the Record Date but prior to the Distribution Time, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not have any right be entitled to exercise such any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Issuance of Rights Certificates. (a) Until the Distribution Date: , (i) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of paragraph (b), (c) and (d) of this Section 3) by the certificates representing for the shares of Common Stock issued and outstanding on registered in the Record Date and shares names of the holders of the Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; , and (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute (including a transfer to the surrender for transfer of the Rights associated with such sharesCompany). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each such record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")right certificates, in substantially the form of Exhibit B heretoA hereto (the "Rights Certificates"), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificatessubject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o11(i) of this Agreementhereof, at the time of distribution of the Rights Certificates, Certificates the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreementhereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable after the Record Datedate of this Agreement, the Company will send shall file with the Securities and Exchange Commission the full text of this Agreement and a copy revised summary thereof, which revised summary shall be in substantially the form of Exhibit B hereto (the "Revised Summary of Rights"). The Summary of Rights by first-class, postage prepaid mail, mailed to each record holder of Common Stock as of the Close close of Business business on the Record Date shall be deemed amended and restated from and after the date hereof by the Revised Summary of Rights. With respect to certificates for the Common Stock outstanding as of the date hereof, until the Distribution Date, as shown the Rights will be evidenced by such certificates for the records Common Stock and the registered holders of such Common Stock shall also be the registered holders of the Companyassociated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), at the address transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such holder shown on such recordsshares of Common Stock. (c) Rights have been, and shall be be, issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, unless the Company shall, with respect Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock so issued or sold pursuant shall also be deemed to be certificates for Rights. (id) the exercise of stock options issued prior to the Distribution Date or under Any Outstanding Certificates (and any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities certificates issued by the Company prior after the date of this Agreement bearing the same legend as the Outstanding Certificates) shall be deemed to bear, and, except as set forth in the Distribution Dateprevious clause, issue Rights and Rights Certificates representing any certificates issued by the appropriate number Company after the date of Rights in connection with such issuance or sale; provided, howeverthis Agreement, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing represent shares of Common Stock outstanding on the Record Date or shares in respect of Common Stock which Rights have been issued after the Record Date but prior to the earliest of the Distribution Dateshall bear, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Second Amended and Restated Rights Agreement between Exide ▇▇▇▇▇▇ Financial Corporation (the "Company") and American Stock Transfer and Trust Company, as ▇▇▇▇▇▇ Bank (the "Rights Agent, ") dated as of September 18April 27, 1998 1999 (as such Rights Agreement may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that wereissued to, are or become beneficially owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void, and the holder transfer of such Rights may be deemed to be restricted. With respect to such certificates containing the foregoing legend (or deemed to contain such legend), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (including any subsequent holder) d), the omission of a legend shall not have affect the enforceability of any right to exercise such part of this Agreement or the rights of any holder of the Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; , (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; , and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights Rig hts associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, Date as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("“Rights Certificates"”), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the announcement of the Merger, (ii) the execution of the Merger Agreement or (iii) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, exercise conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation King Pharmaceuticals, Inc. and American Stock Transfer and & Trust Company, as Rights Agent, dated as of September 18July 23, 1998 2004 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. King Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation King Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: : (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the close of business on the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and has provided the Rights Agent with all necessary information, the Rights Agent shall shall, at the expense of the Company (except as otherwise provided in Section 7(e)), mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or and shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Allied Research Corporation (the "Company") and American Stock Transfer and Trust CompanyMellon Investor Services LLC, as Rights Agent, dated as of September 18June 6, 1998 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights. (c) Notwithstanding any other provision of this Agreement, neither the Company, the Rights Agent nor anyone else shall have any obligation to issue any Rights Certificate to an Acquiring Person or to anyone else in whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in connection with a request to register a transfer of Rights represented by a certificate previously issued. Furthermore, neither the Company, the Rights Agent nor anyone else shall be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the tender offer is withdrawn and the person shall have established to the Company's reasonable satisfaction that such person does not intend to become an Acquiring Person. The Company shall be entitled to require any person claiming the right to receive a Rights Certificate to present such evidence as the Company shall require in good faith to establish to the Company's satisfaction that the Rights represented by that Certificate have not become null and void under the provisions in Section 7(e) or that the Company is not entitled to withhold such Certificate under the provisions of the preceding sentence.

Issuance of Rights Certificates. (a1) Until the Distribution Date: earliest of (i) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date (or such later date) occurs before the Record Date, the Close of Business on the Record Date), (ii) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be the Beneficial Owner of 30% or more of the Common Stock of the Company then outstanding or (iii) immediately after the occurrence of an Adverse Person Event (the earliest of (i), (ii) and (iii) being herein referred to as the "Distribution Date"), (x) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3) by the certificates representing for the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, Company registered in the Redemption Date, names of the Exchange Date or the Expiration Date holders thereof (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; , and (iiiy) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesCompany (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing rights certificates, substantially in the Rights form attached hereto as Exhibit B (the "Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock of the Company so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificatessubject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o11(i) of this Agreementor Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company may shall not be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreementhereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) . As soon as practicable of and after the Record Distribution Date, the Rights will be evidenced solely by such Rights Certificates. 2) The Company will send sent a copy of the a Summary of Rights Rights, in substantially the form attached as Exhibit C to the 1988 Agreement (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Record DateDecember 19, as shown by the records of the Company1988, at the address of such holder then shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, as set forth in paragraph (a) above, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by (i) such recordscertificates for the Common Stock of the Company with or without a copy of the Summary of Rights attached or (ii) certificates for the Common Stock of the Company as legended pursuant to the terms of the 1988 Agreement, and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock of the Company in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock of the Company. (c3) Rights shall be issued in respect of all shares of Common Stock of the Company which are issued (whether originally issued or sold by from the Company Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In addition, and to the extent provided in Section 22 hereof, in connection with the issuance or sale respect of shares of Common Stock by of the Company following issued after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights . Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on of the Company shall also be deemed to be certificates for Rights, and shall, as promptly as practicable following the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Renewed Rights Agreement between Exide Corporation Houghton Mifflin Company (the "Company") and American Stock Transfer and Trust CompanyBankBoston, as N.A. (the "Rights Agent, ") dated as of September 18July 30, 1998 1997, as the same may be amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that were, are or become beneficially owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Persons Person, an Adverse Person or their Associates any Affiliate or Affiliates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the holder transfer of any of such certificates shall also constitute the transfer of the Rights (including any subsequent holder) shall not have any right to exercise associated with the Common Stock of the Company represented by such Rightscertificates.

Issuance of Rights Certificates. (a) Until the Distribution Date: : (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the ------------------- form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such -------- ------- Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation Aksys, Ltd. and American Stock Transfer and First Chicago Trust CompanyCompany of New York, as Rights Agent, dated as of September 18October 28, 1998 1996 (the "Rights Agreement"), the terms of which are ---------------- hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. Aksys, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation Aksys, Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, Stock and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesthe shares of Common Stock represented thereby. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and the Company will deliver to the Rights Agent to be countersigned, which the Rights Agent shall do, and the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("“Rights Certificates"”), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this AgreementSection (a) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As On the Record Date, or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, as shown by the records Date (other than any Acquiring Person or any Associate or Affiliate of the Companyany Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such recordscertificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date and the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and or the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate Certificates would be issued issued; and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, on or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Startech Environmental Corporation and American Corporate Stock Transfer and Trust CompanyTransfer, Inc., as Rights Agent, dated as of September 18July 24, 1998 2009 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Startech Environmental Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Startech Environmental Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Close of Business on the Separation Date: , the Rights: (i) the Rights shall be issued in respect of and shall will be evidenced by the certificates representing the for shares of Common Stock issued as of and outstanding on subsequent to the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for shares of Common Stock shall be deemed also to also be certificates evidencing the Certificates for Rights), whether or not such certificates bear the legend set forth in this Section 3 and not by separate certificates; , (ii) the registered holders of such shares of Common Stock shall also will be held by the registered holders of the Rights associated with such shares; and Common Stock, and (iii) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute (including a transfer to the surrender for transfer of the Rights associated with such sharesCompany). As soon as practicable after the Separation Date, the Company has notified the Rights Agent of the occurrence of the Distribution Datewill prepare and execute, the Rights Agent shall mailwill countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Separation Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")a certificate for Rights, substantially in substantially the form of Exhibit B heretoA (the "Rights Certificate"), evidencing one Right (as adjusted from time for the Rights to time pursuant to this Agreement) for each share which such holder is entitled. As of Common Stock so held. From and after the Distribution Separation Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As On the Record Date or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights Agreement, in substantially the form of Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, Date at the address of such holder shown on the records of the Company. Until the earlier of the Separation Date, the Expiration Date and the Final Expiration Date (as such recordsterms are defined in this Section 3 and in Section 7), (i) the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights), and (ii) the surrender for transfer of any certificate for Common Stock, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) In the event the Company shall at any time after the Record Date and prior to the Separation Date issue or sell any shares of Common Stock otherwise than in an adjustment transaction referred to in Sections 11(a)(i), 11(b) or 11(c), each such share of Common Stock so issued or sold shall automatically have one new Right associated with it (which Right shall be evidenced as described in Section 4). To the extent provided in Section 22, Rights shall be issued by the Company in respect of shares of Common Stock that are issued or sold by the Company after the Separation Date. (d) Rights shall, without any further action, be issued in respect of all shares of Common Stock which are issued or sold by the Company (including any shares of Common Stock held in treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Separation Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to shall bear substantially the earliest of following legend: Until the Distribution Date, the Redemption Date, the Exchange Separation Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially (as defined in the following form: This Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between Exide Corporation Performance Technologies, Incorporated (the "Company") and American Stock Transfer and & Trust Company, as Company (the "Rights Agent, ") dated as of September 18November 1, 1998 2000 (as amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, such Rights may be redeemed, may become exercisable for securities or assets of the Company or securities of another entity, may be exchanged for shares of Preferred Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an Acquiring Person or Adverse Person or any Affiliate or Associate thereof (as set forth such terms are defined in the Rights Agreement), such Rights will or by any transferee of the foregoing), or may be evidenced by separate certificates and will may no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, . (e) Every holder of Rights by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of Rights that were, are or become beneficially owned it is bound by Acquiring Persons or their Associates or Affiliates (as such the terms are defined in the Rights of this Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, Stock and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesthe shares of Common Stock represented thereby. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and the Company will deliver to the Rights Agent to be countersigned, which the Rights Agent shall do, and the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As On the Record Date, or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, as shown by the records Date (other than any Acquiring Person or any Associate or Affiliate of the Companyany Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such recordscertificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date and the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall 9 also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and or the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate Certificates would be issued issued; and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation 3-D Geophysical, Inc. and American Stock Securities Transfer and Trust Company& Trust, Inc., as Rights Agent, dated as of September 18July 17, 1998 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. 3-D Geophysical, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation 3-D Geophysical, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: earlier of (i) the Rights shall Close of Business on the tenth Business Day (or such specified or unspecified later date as may be issued in respect of and shall be evidenced determined by the certificates representing Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be the Beneficial Owner of 10% or more of the shares of Common Stock issued then outstanding (the earlier of (i) and outstanding on (ii) being herein referred to as the Record Date "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and shares (c) of this Section 3) by the certificates for the Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, Company registered in the Redemption Date, names of the Exchange Date or the Expiration Date holders thereof (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; certificates and (iiiy) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesCompany (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing rights certificates, substantially in the Rights form attached hereto as Exhibit A (each, a "Rights CertificatesCertificate"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock of the Company so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificatessubject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o11(i) of this Agreementhereof, at the time of distribution of the Rights Certificates, the Company may shall not be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreementhereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable after the Record Date, the The Company will send sent a copy of the a Summary of Rights Rights, in substantially the form attached as Exhibit B to the 1989 Agreement (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Record DateMay 8, as shown by the records of the Company1989, at the address of such holder then shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, as set forth in paragraph (a) above, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by (i) such recordscertificates for the Common Stock of the Company with or without a copy of the Summary of Rights attached or (ii) certificates for the Common Stock of the Company as legended pursuant to the terms of the 1989 Agreement or this Agreement, and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock of the Company in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock of the Company. (c) Rights shall be issued in respect of all shares of Common Stock of the Company which are issued (whether originally issued or sold by from the Company Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In additionDate and, to the extent provided in Section 22 hereof, in connection with the issuance or sale respect of shares of Common Stock by of the Company following issued after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights . Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on of the Company shall also be deemed to be certificates for Rights, and shall, as promptly as practicable following the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Renewed Rights Agreement between Exide Corporation TECO Energy, Inc. (the "Company") and American Stock Transfer and Trust CompanyBankBoston, as N.A. (the "Rights Agent, ") dated as of September 18October 21, 1998 1998, as the same may be amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that were, are or become beneficially owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Persons Person or their Associates any Associate or Affiliates Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the holder transfer of any of such certificates shall also constitute the transfer of the Rights (including any subsequent holder) shall not have any right to exercise associated with the Common Stock of the Company represented by such Rightscertificates. Section 4.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on in connection with the Record Date Reincorporating Merger and shares of Common Stock other than any Reincorporating Shares issued after the Record Date Reincorporation and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall shall, at the expense of the Company, (except as otherwise provided in Section 7(e)) mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date Reincorporation but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after in connection with the Record Date Reincorporating Merger representing shares of Common Stock outstanding on the Record Date or and shares of Common Stock issued after the Record Date Reincorporation but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation The ServiceMaster Company and American Stock Transfer ▇▇▇▇▇▇ Trust and Trust CompanySavings Bank, as Rights Agent, dated as of September 18December 15, 1998 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide CorporationThe ServiceMaster Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The ServiceMaster Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Close of Business on the Separation Date: , the Rights: (i) the Rights shall be issued in respect of and shall will be evidenced by the certificates representing the for shares of Common Stock issued as of and outstanding on subsequent to the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for shares of Common Stock shall be deemed also to also be Certificates for Rights, whether or not such certificates evidencing bear the Rights), legend set forth in this Section 3) and not by separate certificates; , (ii) the registered holders of such shares of Common Stock shall also will be held by the registered holders of the Rights associated with such shares; and Common Stock, and (iii) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute (including a transfer to the surrender for transfer of the Rights associated with such sharesCompany). As soon as practicable after the Separation Date, the Company has notified the Rights Agent of the occurrence of the Distribution Datewill prepare and execute, the Rights Agent shall mailwill countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Separation Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")a certificate for Rights, substantially in substantially the form of Exhibit B heretoA (the "Rights Certificate"), evidencing one Right (as adjusted from time for the Rights to time pursuant to this Agreement) for each share which such holder is entitled. As of Common Stock so held. From and after the Distribution Separation Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As On the Record Date or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights Agreement, in substantially the form of Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, Date at the address of such holder shown on the records of the Company. Until the earlier of the Separation Date, the Expiration Date and the Final Expiration Date (as such recordsterms are defined in this Section 3 and in Section 7), (i) the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights), and (ii) the surrender for transfer of any certificate for Common Stock, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) In the event the Company shall at any time after the Record Time and prior to the Separation Time issue or sell any shares of Common Stock otherwise than in an adjustment transaction referred to in Sections 11(a)(i), 11(b) or 11(c), each such share of Common Stock so issued or sold shall automatically have one new Right associated with it (which Right shall be evidenced as described in Section 4). To the extent provided in Section 22, Rights shall be issued by the Company in respect of shares of Common Stock that are issued or sold by the Company after the Separation Date. (d) Rights shall, without any further action, be issued in respect of all shares of Common Stock which are issued or sold by the Company (including any shares of Common Stock held in treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Separation Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to shall bear substantially the earliest of following legend: Until the Distribution Date, the Redemption Date, the Exchange Separation Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially (as defined in the following form: This Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between Exide Corporation Frozen Food Express Industries, Inc. (the "Company") and American Stock Transfer and Trust Company, as Equiserve Limited Partnership (the "Rights Agent, ") dated as of September 18June 14, 1998 2000 (as amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, such Rights may be redeemed, may become exercisable for securities or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an Acquiring Person or any Affiliate or Associate thereof (as set forth such terms are defined in the Rights Agreement), such Rights will or by any transferee of the foregoing), or may be evidenced by separate certificates and will may no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, . (e) Every holder of Rights by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of Rights that were, are or become beneficially owned it is bound by Acquiring Persons or their Associates or Affiliates (as such the terms are defined in the Rights of this Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock Shares issued and outstanding on the Record Date and shares of Common Stock Shares issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date (which certificates for Common Stock Shares shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock Shares shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common StockShares, and the surrender for transfer of any certificate for such shares of Common Stock Shares shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company Trust has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall (except as otherwise provided in Section 7(e)) mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the CompanyTrust, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights CertificatesRIGHTS CERTIFICATES"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock Share so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued or sold by the Company Trust after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock Shares by the Company Trust following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company Trust shall, with respect to Common Stock Shares so issued or sold pursuant to (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company Trust prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company Trust shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company Trust or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock Shares outstanding on the Record Date or shares of and Common Stock Shares issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation CenterPoint Properties Trust and American Stock Transfer and First Chicago Trust Company, Company of New York as Rights Agent, dated as of September 18July 30, 1998 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide CorporationCenterPoint Properties Trust. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation CenterPoint Properties Trust will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights. (c) Notwithstanding any other provision of this Agreement, neither the Trust, the Rights Agent nor anyone else shall have any obligation to issue any Rights Certificate to an Acquiring Person or to anyone else in whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in connection with a request to register a transfer of Rights represented by a certificate previously issued. Furthermore, neither the Trust, the Rights Agent nor anyone else shall be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the tender offer is withdrawn and the person shall have established to the Trust's reasonable satisfaction that such person does not intend to become an Acquiring Person. The Trust shall be entitled to require any person claiming the right to receive a Rights Certificate to present such evidence as the Trust shall require in good faith to establish to the Trust's satisfaction that the Rights represented by that Certificate have not become null and void under the provisions in Section 7(e) or that the Trust is not entitled to withhold such certificate under the provisions of the preceding sentence.

Issuance of Rights Certificates. (a) Until the Distribution Date: earlier of (i) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the date that a tender or exchange offer by any Person is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would become an Acquiring Person made at a time when the Rights shall be issued in respect are redeemable hereof (the earlier of (i) and shall (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Paragraphs (b) and (c) of this Section 3) by the certificates representing for the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, Company registered in the Redemption Date, names of the Exchange Date or the Expiration Date holders thereof (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; certificates and (iiiy) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute (including a transfer to the surrender for transfer of the Rights associated with such sharesCompany). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, the Rights Agent shall mailcountersign and the Company shall send or cause to be sent (and the Rights Agent shall, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates"), a rights certificate substantially in substantially the form of attached hereto as Exhibit B hereto(each, a “Rights Certificate”), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificatessubject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement11 hereof, at the time of distribution of the Rights Certificates, the Company may shall not be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreementhereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable after following the Record Date, the Company will send make available a copy of the a summary of Rights (a “Summary of Rights by first-class, postage prepaid mail, Rights”) substantially in the form attached hereto as Exhibit C to each record any holder of the Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Close of Business on the Record Date, as shown until the Distribution Date, the Rights will be evidenced by such certificates for the records Common Stock and the registered holders of the CompanyCommon Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date and the Expiration Date, at the address transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such holder shown on such recordsshares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or sold by from the Company Company’s treasury) after the Record Date but prior to the earliest earlier of the Close of Business on the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In additionDate and, to the extent provided in Section 22 hereof, in connection with the issuance or sale respect of shares of Common Stock by of the Company following issued after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights . Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on of the Company shall also be deemed to be certificates for Rights, and shall, as promptly as practicable following the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Exide Corporation 4Kids Entertainment, Inc. (the “Company”) and American Stock Transfer and Trust Company, as the Rights AgentAgent thereunder, dated as of September 18August 15, 1998 2007, as the same may be amended, restated, renewed or extended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that were, are or become beneficially owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void and so long as held, by a holder in any jurisdiction where the holder requisite qualification to the issuance to such holder, or the exercise by such holder, of any of the Rights in such Rights (including any subsequent holder) jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any right to exercise such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this subsection (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: earliest of (i) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the Common Stock of the Company then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3) by the certificates representing for the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, Company registered in the Redemption Date, names of the Exchange Date or the Expiration Date holders thereof (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; certificates and (iiiy) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesCompany (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing rights certificates, substantially in the Rights form attached hereto as Exhibit A (the "Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock of the Company so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificatessubject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o11(i) of this Agreementhereof, at the time of distribution of the Rights Certificates, the Company may shall not be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreementhereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable after the Record Date, the The Company will send sent a copy of the a Summary of Rights Rights, in substantially the form attached as Exhibit B to the 1988 Agreement (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Record DateSeptember 26, as shown by the records of the Company1988, at the address of such holder then shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, as set forth in paragraph (a) above, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by (i) such recordscertificates for the Common Stock of the Company with or without a copy of the Summary of Rights attached or (ii) certificates for the Common Stock of the Company as legended pursuant to the terms of the 1988 Agreement, and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock of the Company in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock of the Company. (c) Rights shall be issued in respect of all shares of Common Stock of the Company which are issued or sold by transferred from the Company Company's treasury after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In additionDate and, to the extent provided in Section 22 hereof, in connection with the issuance or sale respect of shares of Common Stock by of the Company following issued or transferred from the Company's treasury after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights . Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on of the Company shall also be deemed to be certificates for Rights, and shall, as promptly as practicable following the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Renewed Rights Agreement between Exide Corporation Enesco Group, Inc. (the "Company") and American Stock Transfer and Trust CompanyChaseMellon Shareholder Services, as L.L.C. (the "Rights Agent, ") dated as of September 18July 22, 1998 1998, as the same may be amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that were, are or become beneficially owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the holder transfer of any of such certificates shall also constitute the transfer of the Rights (including any subsequent holder) shall not have any right to exercise associated with the Common Stock of the Company represented by such Rightscertificates. Section 4.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, Stock and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesthe shares of Common Stock represented thereby. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and the Company will deliver to the Rights Agent to be countersigned, which the Rights Agent shall do, and the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As On the Record Date, or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, as shown by the records Date (other than any Acquiring Person or any Associate or Affiliate of the Companyany Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such recordscertificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date and the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and or the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate Certificates would be issued issued; and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation LCI International, Inc. and American Stock Transfer and Trust CompanyFifth Third Bank, as Rights Agent, dated as of September 18January 22, 1998 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. LCI International, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation LCI International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, Stock and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such sharesthe shares of Common Stock represented thereby. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and the Company will deliver to the Rights Agent to be countersigned, which the Rights Agent shall do, and the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("“Rights Certificates"”), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As On the Record Date, or as soon as practicable after the Record Datethereafter, the Company will send a copy of the a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, as shown by the records Date (other than any Acquiring Person or any Associate or Affiliate of the Companyany Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such recordscertificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date and the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and or the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate Certificates would be issued issued; and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, on or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation ATMI, Inc. and American Stock Transfer and Trust CompanyFleet National Bank, as Rights Agent, dated as of September 18October 13, 1998 2000 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. ATMI, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation ATMI, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefore. Under certain circumstances, as set forth in the Rights Agreement, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation Office Depot, Inc. and American Stock Transfer and Trust CompanyMellon Investor Services, L.L.C., as Rights Agent, dated as of September 184, 1998 1996, and amended and restated as of November 25, 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. Office Depot, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation Office Depot, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights.

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date: Time and the Expiration Time, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights shall be issued in respect of and shall be evidenced by the certificates representing the for shares of Common Stock issued and outstanding on registered in the Record Date and names of the holders of shares of Common Stock issued after (or, in the Record Date and prior to case of uncertificated shares of Common Stock, by the earliest book-entry account that evidences record ownership of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date such shares) (which certificates or book entries for Common Stock shall be deemed also to also be certificates evidencing the or book entries for Rights), and not by separate certificates; certificates (or book entries), (ii) the registered holders surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock Stock) in respect of which Rights have been issued shall also be constitute the registered holders transfer of the Rights associated with such shares; shares of Common Stock and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As of and after the Distribution Time, the Rights shall be evidenced solely by such Rights Certificates, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of Rights Certificates and the Rights associated shall be transferable separately from the Common Stock. (b) The Company shall promptly notify the Rights Agent of a Distribution Time and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a shareholder list together with such sharesall other relevant information. As soon as practicable after the Company has notified the Rights Agent of the occurrence is notified of the Distribution DateTime and receives such information, the Rights Agent shall mail, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyTime, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")certificates, in substantially the form of Exhibit B heretoA (the “Rights Certificates”), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. From and after To the Distribution Dateextent that a Flip-in Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion (but which do not affect the rights, duties, liabilities or responsibilities of the Rights will Agent), to minimize the possibility that Rights Certificates are received by Persons whose Rights would be evidenced solely by such null and void under Section 7(e) and provide reasonably prompt written notice thereof to the Rights CertificatesAgent. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement11, at the time of distribution of the Rights Certificates, the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (bc) As soon The Company shall make available, as practicable after the Record Datepromptly as practicable, the Company will send a copy of the a Summary of Rights by first-classRights, postage prepaid mailin substantially the form attached asExhibit B (the “Summary of Rights”), to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such recordsExpiration Time. (cd) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or sold by from the Company Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and Time or the Expiration Date. In additionTime or, in connection with the issuance or sale of Common Stock by the Company following certain circumstances provided in Section 22, after the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Time. Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior shall also be deemed to the earliest of the Distribution Date, the Redemption Date, the Exchange Date be certificates for Rights and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights rights (the “Rights”) as set forth in a the Shareholder Rights Agreement between Exide Corporation and American Stock Transfer and Trust Company, as Rights AgentAgreement, dated as of September 1819, 1998 2022 (as the same may be amended from time to time, the “Rights Agreement”), by and between Nordstrom, Inc., a Washington corporation (the "Rights Agreement"“Company”), and Computershare Trust Company, N.A., the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will shall be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, any Rights that were, are Beneficially Owned by any Person who is or become beneficially owned by was an Acquiring Persons Person or their Associates or Affiliates a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) may or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. record holders of book-entry shares, until the holder earlier of (i) the Distribution Time or (ii) the Expiration Time, the Rights associated with such shares of Common Stock represented by certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form alone, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights (including associated with the shares of Common Stock represented by such certificates or book entries. In the event the Company purchases or acquires any subsequent holder) shares of Common Stock after the Record Date but prior to the Distribution Time, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not have any right be entitled to exercise such any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Issuance of Rights Certificates. 5 (a1) Until the Distribution Date: earlier of (i) the Close of Business on the tenth Business Day after the Stock Acquisition Date and (ii) the Close of Business on the tenth Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates representing for the shares of Common Stock issued and outstanding on registered in the Record Date and shares names of the holders of the Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; , and (iiiy) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall also constitute the surrender for transfer occur as a result of the Rights associated with such sharestender or exchange offer. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, one or more certificates evidencing the Rights ("Rights Certificates"), a certificate in substantially the form of Exhibit B heretoA attached hereto (a "Rights Certificate"), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificatessubject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreementhereof, at the time of distribution of the Rights Right Certificates, the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreementhereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b2) As soon promptly as practicable after following the Record Date, the Company will send a copy of the Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such recordscertificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c3) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and or the Expiration Date. In addition, in connection with the issuance or sale Certificates representing such shares of Common Stock by the Company following the Distribution Date and prior shall also be deemed to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued ifcertificates for Rights, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in bear the following formlegend: 6 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Exide Corporation AgriBioTech, Inc. (the "Company") and American Corporate Stock Transfer and Trust CompanyTransfer, as Inc. (the "Rights Agent, ") dated as of September 18November 11, 1998 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that wereissued to, are or become beneficially owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such Certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the holder transfer of any of such certificates shall also constitute the transfer of the Rights (including any subsequent holder) shall not have any right to exercise associated with the Common Stock represented by such Rightscertificates.

Issuance of Rights Certificates. (a) Until the Distribution Date: , (i) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing for Class A Common Shares registered in the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued after the Record Date and prior to the earliest names of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date holders thereof (which certificates for Common Stock shall also be deemed to also be certificates evidencing the Rights), Rights Certificates) and not by separate certificates; Rights Certificates and (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the right to receive Rights associated with such shares; and (iii) the Rights shall Certificates will be transferable only in connection with the transfer of shares Class A Common Shares. Until the earlier of Common Stockthe Distribution Date or the Expiration Date, and the surrender for transfer of any certificate certificates for such shares of Class A Common Stock Shares shall also constitute the surrender for transfer of the Rights associated with such sharesthe Class A Common Shares represented thereby. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent shall mailwill countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Class A Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder (b) On the Effective Date or as shown by soon as practicable thereafter, the records Company will send a copy of the CompanyAmended Summary of Rights by first-class, postage-prepaid mail, to each record holder of Class A Common Shares as of the Close of Business on the Effective Date, at the address of such holder shown on such recordsthe records of the Company's transfer agent and registrar. With respect to certificates for Class A Common Shares outstanding as of the Record Date, one or more certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after until the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment certificates registered in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution names of the Rights Certificatesholders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Company may make Expiration Date), the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu surrender for transfer of any fractional Rights. (b) As soon as practicable after certificate for Class A Common Shares outstanding on the Record Date, the Company will send with or without a copy of the Summary of Rights by first-classRights, postage prepaid mail, to each record holder of Common Stock as shall also constitute the transfer of the Close of Business on Rights associated with the Record Date, as shown by the records of the Company, at the address of such holder shown on such recordsClass A Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Class A Common Shares specifies to the contrary, Rights shall be issued in respect of all shares of Class A Common Stock which Shares that are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such Class A Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN AMERICAN BUSINESS INFORMATION, INC., AND NORWEST BANK MINNESOTA, N.A., AS THE RIGHTS AGENT, DATED AS OF OCTOBER 3, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN BUSINESS INFORMATION, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. AMERICAN BUSINESS INFORMATION, INC., WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Class A Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Class A Common Shares represented thereby. (d) In the event that the Company purchases or acquires any Class A Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Class A Common Shares shall be deemed canceled and retired so that the Redemption Date, Company shall not be entitled to exercise any Rights associated with the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation and American Stock Transfer and Trust Company, as Rights Agent, dated as of September 18, 1998 (the "Rights Agreement"), the terms of Class A Common Shares which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rightsoutstanding.

Issuance of Rights Certificates. (a) As soon as practical after the Record Date, the Company or the Rights Agent shall mail, by first class, insured, postage prepaid mail, to each record holder of the Common Stock on the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder as shown on such records, a summary of the Rights in such form as the Company may determine (and not inconsistent with the terms of this Agreement). (b) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or and the Expiration Date Date, (which ii) if the shares of Common Stock are evidenced by certificates, then the certificates for the Common Stock shall be deemed to also be certificates evidencing represent the Rights)Rights until the earliest of the Distribution Date, the Redemption Date, the Exchange Date and not by separate certificates; the Expiration Date, (iiiii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iiiiv) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall (except as otherwise provided in Section 7(e)) mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more certificates evidencing the Rights ("“Rights Certificates"”), in substantially the form of Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From held (and from and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (b) As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records). (c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Rights Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or and shares of Common Stock (to the extent such shares are represented by certificates) issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation Hanesbrands Inc. and American Stock Transfer and Trust Company, as Rights Agent, dated as of September 18, 1998 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Exide Corporation. Hanesbrands Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation Hanesbrands Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights. (d) Notwithstanding any other provision of this Agreement, neither the Company, the Rights Agent nor anyone else shall have any obligation to issue any Rights Certificate to an Acquiring Person or to anyone else in whose hands the Rights nominally represented by such Certificate would be null and void– either initially or in connection with a request to register a transfer of Rights represented by a certificate previously issued. Furthermore, neither the Company, the Rights Agent nor anyone else shall be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the tender offer is withdrawn and the person shall have established to the Company’s reasonable satisfaction that such person does not intend to become an Acquiring Person. The Company shall be entitled to require any person claiming the right to receive a Rights Certificate to present such evidence as the Company shall require in good faith to establish to the Company’s satisfaction that the Rights represented by that Certificate have not become null and void under the provisions in Section 7(e) or that the Company is not entitled to withhold such Certificate under the provisions of the preceding sentence.

Issuance of Rights Certificates. (a) Until the Distribution Date: , (i) the Rights shall be issued in respect of and shall will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the shares of Common Stock issued and outstanding on registered in the Record Date and shares names of the holders of the Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed also to also be certificates evidencing for the associated Rights), ) and not by separate rights certificates; , and (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall will be transferable only in connection with the transfer of the associated shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mailwill, if provided with a shareholder list and all other relevant information, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe stock transfer records of the Company, one or more certificates evidencing the Rights ("Rights Certificates")rights certificates, in substantially the form of Exhibit B heretoA hereto (the "Rights Certificates"), evidencing one Right (as adjusted from time in the aggregate that number of Rights to time pursuant to which such holder is entitled in accordance with the provisions of this Agreement) for each share . As of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In The Rights are exercisable only in accordance with the event that an adjustment in the number provisions of Rights per share of Common Stock has been made pursuant to Section 11(o) of this Agreement, at the time of distribution of the Rights Certificates, the Company may make the necessary 7 hereof and appropriate adjustments (are redeemable only in accordance with Section 14(a) 23 hereof. The Company shall promptly notify the Rights Agent orally or in writing upon the occurrence of this Agreement) so the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsthe Distribution Date has not occurred. (b) As soon as practicable after the Record Date, the The Company will send caused a copy of the a Summary of Rights to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, as shown by the records of the Company, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such recordscertificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or sold by delivered from the Company Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and (ii) the Expiration Date, or (iii) the Company shallredemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with respect to Common Stock so issued or sold pursuant to (i) without a copy of the exercise Summary of stock options issued Rights, prior to the Distribution Date (or under any employee plan earlier expiration or arrangement created prior to redemption of the Distribution Date, or (iiRights) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued ifdeemed also to be certificates for the associated Rights, and to commencing as soon as reasonably practicable following March 13, 2002 shall bear the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company following legend (or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in the following form: form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Exide Corporation the issuer and American Stock Transfer and Trust CompanyFleet National Bank (f/k/a The First National Bank of Boston), as Rights Agent, dated as of September 18June 6, 1998 1990, as amended and restated on May 23, 2000, and as further amended and restated by the Second Amended and Restated Rights Agreement by and between the issuer and Mellon Investor Services LLC as Rights Agent (the "Rights Agent"), dated March 13, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at both the principal executive offices office of Exide Corporationthe issuer and the office of the Rights Agent designated for such purpose. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesAgreement, Rights that wereissued to, are or become beneficially owned held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or their Associates or Affiliates any Affiliate of an Acquiring Person (as each such terms are term is defined in the Rights Agreement) Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void void. Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the holder registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights (including any subsequent holder) associated with the Common Stock represented by such certificate. Rights shall not have any right be issued to exercise such Rightsthe extent provided in Section 22 hereof after the Distribution Date and prior to the Expiration Date.

Issuance of Rights Certificates. (a) Until the Distribution Date: : (i) the Rights shall be issued in respect of and shall will be evidenced (subject to subsection (b)) by the certificates representing for the shares of Common Stock issued and outstanding on registered in the Record Date and shares names of the holders of the Common Stock issued after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date (which certificates for Common Stock shall be deemed also to also be certificates evidencing the for Rights), ) and not by separate certificates; , and (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall will be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such underlying shares of Common Stock shall also constitute (including a transfer to the surrender for transfer of the Rights associated with such sharesCompany). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall mail, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as at the address of the holder shown by on the records of the Company, at the address of such holder shown on such records, one or more rights certificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B heretoA (the “Rights Certificates”), evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided in this Agreement. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o11(p) of this Agreement, at the time of distribution of the Rights Certificates, the Company may shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. On and after the Distribution Date, the Rights will be evidenced solely by the Rights Certificates. (b) As soon as practicable after Following the Record Date, the Company will send previously sent a copy of the a Summary of Rights Rights, in substantially the form attached to the original Agreement as Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, as at the address of the holder shown by on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, at until the address Distribution Date, the Rights will be evidenced by the certificates for the Common Stock and the registered holders of such holder shown on such recordsthe Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with those shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or sold by from the Company Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Expiration Date and, in certain circumstances as provided in Section 22, after the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights . Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing those shares of Common Stock outstanding on the Record Date or shares of Common Stock issued after the Record Date but prior shall also be deemed to the earliest of the Distribution Datebe certificates for Rights, the Redemption Date, the Exchange Date and the Expiration Date shall have impressed, printed, or written on, or otherwise affixed to them a legend substantially in bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Exide Corporation L.▇. ▇▇▇▇▇▇ Company (the “Company”) and American Stock Transfer and & Trust Company, as Company (the “Rights Agent, ”) dated as of September 18October 24, 1998 2006 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by this reference and a copy of which is on file at the principal executive offices office of Exide Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Exide Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights that wereissued to or held by any Person who is, are was or become beneficially owned by becomes an Acquiring Persons Person or their Associates any Affiliate or Affiliates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void. With respect to certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the holder transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. If the Company acquires any Common Stock after the Record Date but before the Distribution Date, any Rights (including any subsequent holder) associated with such Common Stock shall be deemed canceled and retired so that the Company shall not have any right be entitled to exercise such Rightsany rights associated with Common Stock that is no longer outstanding.