Common use of Form of Rights Certificates Clause in Contracts

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share of Preferred Shares as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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, or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common SharesStock indicated in the books of the registrar and transfer agent), and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase “Exercise Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates of issuance of share certificate evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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 law, rule or regulation of any stock national securities exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Share as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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 national securities exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Share as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 C hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, and as are 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, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect show the date of other Common Shares shall be dated as of the respective dates of issuance of such Common Sharescountersignature, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which legends, summaries or endorsements do not affect the rights, duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourten-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one ten-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (including the Form of Election to Purchase and Certification of Status and the forms Form of election to purchase Preferred Shares Assignment and Certification of assignment Status to be printed set forth on the reverse side thereof) shall be in substantially the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed set forth thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to conform to customary practice or 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, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares), shall (if the Company shall so require) indicate the date of countersignature by the Rights Agent and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share of Preferred Shares as shall be set forth therein at the price per one fourone-hundredths of a Preferred Share at the Exercise Price as shall be set forth therein (the "Purchase Price")therein, but the amount and type number of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election Election to purchase Preferred Shares Purchase and of assignment Assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Record Date (or, in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares), and in each such case and, on their face face, shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Share as shall be set forth therein at the price per one fourone-hundredths hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 form set forth in EXHIBIT B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. The Rights Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section SECTION 11 and Section SECTION 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect show the date of other Common Shares shall be dated as of the respective dates of issuance of such Common Sharescountersignature, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "Purchase PricePURCHASE PRICE"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Series A Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares, ) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase “Exercise Price"” and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the “Total Exercise Price”), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 Common Stock or the Rights may from time to time be listed, listed or as the Company may deem appropriate (but which do not affect the duties or responsibilities of the Rights Agent) to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, Certificates evidencing Rights whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, (i) shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Sharesthe Rights they represent and (ii) subject to adjustment from time to time as provided herein, and in each such case on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one fourone-hundredths hundredth of a share share) of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) hereof as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 Sections 7, 11, 13, 22, 23, 24 and Section 22 27 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person, and until such written notice is received by the Rights Agent, the Rights Agent may presume for all purposes that no such Acquiring Person exists.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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 law, rule or regulation of any stock national securities exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Share as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Marathon Rights Certificates and Steel Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B-1 hereto (in the case of a Circuit City Right) or and Exhibit B-2 hereto (in the case of a CarMax Right) B-2, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not adversely 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 on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and form of assignment and the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the duties or responsibilities of the Rights Agent) and as are 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 listedlisted or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution DateDividend Record Date (or, and all if the shares pursuant to which the Rights Certificates that are attached are issued in respect thereafter, such date of other Common Shares issuance), shall be dated as include the date of the respective dates of issuance of such Common Shares, countersignature and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 C hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, and as are 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, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect show the date of other Common Shares shall be dated as of the respective dates of issuance of such Common Sharescountersignature, and in each such case on their face shall entitle the holders thereof to purchase such number of one-one four-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one-one thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall each be in substantially the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section 11 of, and Section 22 hereofconditioned upon, this Agreement, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all or, in the case of Rights Certificates that are with respect to Common Stock issued in respect of other Common Shares shall be dated or becoming outstanding after the Record Date, the same date as the date of the respective dates of issuance of share certificate evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth (1/1,000) of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price")therein, but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as of the respective dates of issuance of stock certificate evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Sections 11 and 13(a) hereof.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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 law, rule or regulation of any stock national securities exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Share as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates of issuance of stock certificate evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Sections 11 and 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such changes or marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, responsibilities and liabilities of the Rights Agent) and as are 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 applicable rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate (or, with respect to uncertificated shares of Common Stock, dated the date of issuance of the shares indicated in the books of the registrar and transfer agent) evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 form set forth in EXHIBIT B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading market on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share share set forth therein (such exercise price per one one one-thousandth of a share hereinafter referred to as the "Purchase PricePURCHASE PRICE"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Series C Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares, ) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase Exercise Price" and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the "Total Exercise Price"), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share of Preferred Shares Share Fractions as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per Preferred Share Fraction, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B to this Agreement and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 listedlisted or any rule or regulation of the National Association of Securities Dealers, Inc. applicable to securities traded on The NASDAQ Stock Market if the Rights are listed for trading thereon, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereofof this Agreement, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share being referred to as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 form set forth in EXHIBIT B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading market on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share share set forth therein (such exercise price per one one-hundredth of a share hereinafter referred to as the "Purchase PricePURCHASE PRICE"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 Common Stock or the Rights may from time to time be listedlisted or as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, Certificates evidencing Rights whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, (i) shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Sharesthe Rights they represent and (ii) subject to adjustment from time to time as provided herein, and in each such case on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one fourone-hundredths thousandth of a share share) of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) hereof as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or inter-dealer quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, date of authentication and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein thereon at the price set forth thereon (such exercise price per one fourone-hundredths of a Preferred Share set forth therein (share to be referred to herein as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Class A Rights Certificates and Class B Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or respective forms set forth in Exhibit B-2 hereto (in the case of a CarMax Right) A and Exhibit B hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Company Common Stock issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Company Common Shares, Stock) and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths Units of a share of Series A Preferred Shares or Series B Preferred, as applicable, as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price")therein, but provided, however, that the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 form set forth in EXHIBIT B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not change or increase the rights, duties or obligations of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share of Preferred Shares as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "“Purchase Price"”), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the amount and type number of securities purchasable upon the exercise of each Right Preferred Shares and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) FORM; DATE. The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 listedlisted or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) and Section 22 hereof(Issuance of New Rights Certificates), the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourten-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one ten-thousandth of a share is referred to herein as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, and all Rights Table of Contents Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share of Preferred Shares as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. The Rights Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect show the date of other Common Shares shall be dated as of the respective dates of issuance of such Common Sharescountersignature, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares of Series A Preferred Shares Stock and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to shares of Common Stock issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such shares of Common Shares, Stock) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase Exercise Price" and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the "Total Exercise Price"), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. The Rights Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as show the date of the Distribution Datecountersignature, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares purchase, assignment and of assignment certificate contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which 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 on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of shares of one fourone-hundredths thousandth of a share of Preferred Shares Stock as shall be set forth therein at the exercise price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of share, as adjusted from time to time hereunder, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or the Nasdaq Stock Market ("Nasdaq") on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share of Preferred Shares Share Fractions as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per Preferred Share Fraction, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase Preferred Shares and Shares, the form of assignment and the form of certification to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 A hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate which do not affect the duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section Sections 7, 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Share as shall be set forth therein at the price per one fourone-hundredths hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type number of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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, or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common SharesStock indicated in the books of the registrar and transfer agent), and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase “Exercise Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates --------------------------- (and the forms Form of election Election to purchase Preferred Shares Purchase and Certification of assignment Status and the Form of Assignment and Certification of Status to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have --------- such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section Sections 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or, in the case of Rights with respect to shares of Common Stock originally issued after the Record Date, the same date as the certificate evidencing such shares of Common Stock), shall show the date of countersignature and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one fourone-hundredths of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the amount and type number of securities purchasable upon the exercise such one one-hundredths of each Right a share of Preferred Stock and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates share certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common SharesStock indicated in the books of the registrar and transfer agent), and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share Fractional Shares of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and form of assignment and the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 listedlisted or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution DateDividend Record Date (or, and all if the shares pursuant to which the Rights Certificates that are attached are issued in respect thereafter, such date of other Common Shares issuance), shall be dated as include the date of the respective dates of issuance of such Common Shares, countersignature and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths tenths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one fourone-hundredths thousandth of a Preferred Share share set forth therein (the "“Purchase Price"”), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the amount and type number of securities purchasable upon the exercise one one-thousandths of each Right a share and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Rightform set forth in (i) or Exhibit B-2 hereto B hereto, describing rights prior to the Shareholder Approval, and (in ii) Exhibit C hereto, describing rights subsequent to the case of a CarMax Right) Shareholder Approval, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usageusage (but which shall not, in any case, adversely affect the rights, immunities, duties or obligations of the Rights Agent). Subject to the provisions of Section 7, Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all or, in the case of Rights Certificates that are with respect to Common Stock issued in respect of other Common Shares shall be dated or becoming outstanding after the Record Date, the same date as the date of the respective dates of issuance of share certificate evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of (i) if prior to Shareholder Approval, one fourshare of Common Stock or (ii) if subsequent to Shareholder Approval, one one-hundredths thousandths of a share of Preferred Shares Stock, in each case as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per share of Common Stock, or per one one-thousandth of a share of Preferred Stock, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 Common Stock or the Rights may from time to time be listedlisted or as the Company may deem appropriate, which do not affect the duties or responsibilities of the Rights Agent to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, Certificates evidencing Rights whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, (i) shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Sharesthe Rights they represent and (ii) subject to adjustment from time to time as provided herein, and in each such case on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one fourone-hundredths thousandth of a share share) of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) hereof as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or forms set forth in Exhibit B-2 B and Exhibit C hereto (in for the case of a CarMax Right) Class A Rights and the Class B Rights, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares and the form of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (forms set forth in Exhibits B and C hereto, as the case of a CarMax Right) may be, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereofof this Agreement, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase (i) in the case of Series A Rights, the number of shares of Class A Preferred Stock, and (ii) in the case of Series B Rights, such number of one fourone-hundredths of a share of Junior Preferred Shares Stock, as shall be set forth therein at the price per one four-hundredths of a Preferred Share Purchase Price set forth therein (the "Purchase Price")therein, but the amount number and type kind of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect shall show the date of other Common Shares shall be dated as of the respective dates of issuance of such Common Sharescountersignature, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares of Series C Preferred Shares Stock and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to shares of Common Stock issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such shares of Common Shares, Stock) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase Exercise Price" and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the "Total Exercise Price"), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Common Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not, without the Rights Agent’s consent, affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listedlisted or included, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares, ) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths (0.001) of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth (0.001) of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase “Exercise Price"” and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the “Total Exercise Price”), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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 law, rule or regulation of any stock national securities exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourten-hundredths thousandths of a share of Preferred Shares Share as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) Rights Certificates. The Rights Certificates (and the forms form of election to purchase Preferred Shares and form of assignment assignment, including the certifications therein, to be printed on the reverse thereof) shall will be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, responsibilities and as liabilities of the Rights Agent) and are 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 thereto, with any applicable rule or regulation of any applicable stock exchange on which or trading system or the Rights may from time to time be listedFinancial Industry Regulatory Authority, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issueddistributed, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall will be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares, ) and in each such case on their face shall will entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Share as shall will be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a Preferred Share, the "Purchase “Exercise Price"”), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall will be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) B or Exhibit B-2 hereto (in the case of a CarMax Right) C, as applicable, and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage; provided, that with respect to Rights Certificates issued in respect of Preferred Rights, the Company may issue separate forms of Rights Certificates (substantially in the form attached hereto as Exhibit C), relating to each separate series of Company Preferred Shares. Subject to the provisions of Section 11 Sections 7, 11, 13, 22, 23, 24 and Section 22 27 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourten-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein therein, or as shall be determined pursuant thereto, at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as show the date of the respective dates of issuance of such Common Sharescountersignature, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths of a Preferred Share set forth therein (share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment ad justment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common SharesStock indicated in the books of the registrar and transfer agent), and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths shares of a share of Preferred Shares Common Stock as shall be set forth therein at the price per one four-hundredths whole share of a Preferred Share Common Stock set forth therein (the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandths of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Agouron Stock Rights Certificates and the Oncology Division Stock Rights Certificates (and the forms of election to purchase Preferred Shares shares and of assignment and certificates to be printed on the reverse thereof) shall be substantially in the same form set forth as Exhibit B-1 B hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof23, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths ten thousandths of a share of Preferred Shares Share as shall be set forth therein at the price per one fourone-hundredths ten thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type number of securities purchasable upon the exercise such one one-ten thousandths of each Right a Preferred Share and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementRights Agreement and which 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 on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 Sections 11, 13 and Section 22 hereof, the Rights Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, Record Date and all the Rights Certificates that are evidencing Rights to holders of record of Common Stock issued in respect of other Common Shares after the Record Date shall be dated as of the respective dates Record Date but shall also be dated to reflect the date of issuance of such Common SharesRight Certificate. On their face, and in each such case on their face Rights Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one fourone-hundredths hundredth of a share of Preferred Shares Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one fourone-hundredths hundredth of a share of Preferred Share set forth therein Stock of $22.00 as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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 thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Company Common Stock issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Company Common Shares, Stock) and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share Units of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price")therein, but provided, however, that the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares purchase, assignment and of assignment certificate contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which 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 on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of shares of one fourone-hundredths thousandth of a share of Preferred Shares Stock as shall be set forth therein at the exercise price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one- thousandth of share, as adjusted from time to time hereunder, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which shall not, in any case, affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section this Agreement (including ‎Section 11 and Section ‎Section 22 hereof), the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths shares of a share of Preferred Shares Common Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person, and until such written notice is received by the Rights Agent, the Rights Agent may presume for all purposes that no such Acquiring Person exists.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties, obligations of liabilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares, Stock) and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share Units of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price")therein, but provided, however, that the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks --------- of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading market on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share share set forth therein (such exercise price per one one-hundredth of a share hereinafter referred to as the "Purchase Price"), but the amount and -------------- type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares of Series C Preferred Shares Stock and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to shares of Common Stock issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such shares of Common Shares, Stock) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase “Exercise Price"” and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the “Total Exercise Price”), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and form of assignment and the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the duties or responsibilities of the Rights Agent) and as are 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 listedlisted or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution DateDividend Record Date (or, and all if the shares pursuant to which the Rights Certificates that are attached are issued in respect thereafter, such date of other Common Shares issuance), shall be dated as include the date of the respective dates of issuance of such Common Shares, countersignature and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 Common Stock or the Rights may from time to time be listed, listed or as the Corporation may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement and which do not affect the duties or responsibilities of the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, Certificates evidencing Rights whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, (i) shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Sharesthe Rights they represent and (ii) subject to adjustment from time to time as provided herein, and in each such case on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one fourone-hundredths thousandth of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate (or, with respect to uncertificated shares of Common Stock, dated the date of issuance of the shares indicated in the books of the registrar and transfer agent) evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase Preferred Shares shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit B-1 B hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or obligations of the Rights Agent as set forth in this Agreement) and as are 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 listedlisted or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereofthis Agreement, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share shares of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share Purchase Price set forth therein (the "Purchase Price")therein, but the amount number and type kind of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may --------- have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, and 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 interdealer quotation system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 ---------- ---------- hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one fourone-hundredths thousandth of a Preferred Share share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount -------------- set forth in Section 7(b) below but the amount and type number of securities purchasable upon the exercise one one-thousandths of each Right a share ------------ and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) C and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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, or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common SharesStock indicated in the books of the registrar and transfer agent), and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "Purchase “Exercise Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate (or, with respect to uncertificated shares of Common Stock, dated the date of issuance of the shares indicated in the books of the registrar and transfer agent) evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and form of assignment and the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, or responsibilities of the Rights Agent) and as are 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 listedlisted or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution DateDividend Record Date (or, and all if the shares pursuant to which the Rights Certificates that are attached are issued in respect thereafter, such date of other Common Shares issuance), shall be dated as include the date of the respective dates of issuance of such Common Shares, countersignature and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths shares of a share of Preferred Shares Class A Common Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, immunities, duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, shall show the date of countersignature and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Share as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall each be in substantially the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement (and which do not affect the rights, duties, liabilities 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 interdealer quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section 11 of, and Section 22 hereofconditioned upon, this Agreement, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, and all or, in the case of Rights Certificates that are with respect to Common Stock issued in respect of other Common Shares shall be dated or becoming outstanding after the Record Date, the same date as the date of the respective dates share certificate evidencing such shares (or for Book Entry shares, the date of issuance of such Common Sharesnoted in the account), and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths (1/1000) of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price")therein, but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof price payable upon such exercise shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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, or to conform to customary usage. Subject to the provisions of Section ‎Section 11 and Section 22 hereof‎Section 22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common SharesStock indicated in the books of the registrar and transfer agent), and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase “Exercise Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment from time to time as provided hereinin ‎Section 11 and ‎Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. The Rights Certificate shall be in a machine printable format. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date, shall show the date of countersignature and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Common Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares, ) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth (0.001) of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right PURCHASE PRICE" and the Purchase Price thereof shall be subject to adjustment as provided herein.aggregate exercise price of all Preferred Shares

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 thereto, or with any rule or regulation of any stock exchange or the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") on which or with whom the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the record holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and form of assignment and the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or over-the-counter market on which the Rights may from time to time be listed, or to conform to usage. The form of the Rights Certificate shall be in a format reasonably satisfactory to the Rights Agent. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Dividend Record Date, and all (or, if the shares pursuant to which the Rights Certificates that are attached are issued in respect thereafter, such date of other Common Shares issuance) shall be dated as include the date of the respective dates of issuance of such Common Shares, countersignature and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths shares of a share of Preferred Shares Common Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Series A Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Restated Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares, ) and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandth of a share of Preferred Shares Share as shall be set forth therein at the price set forth therein (such exercise price per one fourone-hundredths thousandth of a Preferred Share set forth therein (being hereinafter referred to as the "Purchase “Exercise Price"” and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the “Total Exercise Price”), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) Form; Date. The Rights Certificates (and the forms of election ---------- to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 2 hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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 listedlisted or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) --------------------------------------------------------------------------- and Section 22 hereof(Issuance of New Rights Certificates), the Rights Certificates, ----------------------------------- whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share is referred to herein as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (including the Form of Election to Purchase and Certification of Status and the forms Form of election to purchase Preferred Shares Assignment and Cer tification of assignment Status to be printed set forth on the reverse side thereof) shall be in substantially the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed set forth thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to conform to customary practice or 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, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date (or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares), shall (if the Company shall so require) indicate the date of countersignature by the Rights Agent and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths of a share of Preferred Shares as shall be set forth therein at the price per one fourone-hundredths of a Preferred Share at the Exercise Price as shall be set forth therein (the "Purchase Price")therein, but the amount and type number of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Class A Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B-1 hereto (and the Class B Rights Certificates shall each be substantially in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are 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 law, rule or regulation of any stock national securities exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Share as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 hereto (in the case of a CarMax Right) B, Exhibit C, Exhibit D, Exhibit E and Exhibit F and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated the same date as the date of the respective dates of issuance of stock certificate evidencing such Common Sharesshares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Sections 11 and 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment and the certificates contained therein to be printed on the reverse thereof) shall each be substantially in the same form attached hereto as Exhibit B-1 hereto (in the case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a CarMax Right) B and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (which shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are 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, or to conform to usage. Subject to the provisions of Section 11 Sections 7, 11, 13, 22, 23, 24 and Section 22 27 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the registered holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as which are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties and 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 on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourten-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one ten-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, obligations or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of assignment and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. In the event that Rights are not represented by certificates, references in this Agreement to Rights Certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such Rights. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourten-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (the "Purchase Price")therein, but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price (as hereinafter defined) thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 C hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, and as are 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 The NASDAQ National Market or any stock exchange on which the Rights may from time to time be listed, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Record Date, and all Rights Certificates that are issued in respect show the date of other Common Shares shall be dated as of the respective dates of issuance of such Common Sharescountersignature, and in each such case on their face shall entitle the holders thereof to purchase such number of one-one four-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one-one hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent) and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-thousandths of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person, and until such written notice is received by the Rights agent, the Rights Agent may presume for all purposes that no such Acquiring Person exists.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election Election to purchase Preferred Shares Purchase and of assignment Assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B-1 hereto (in the case form of a Circuit City Right) or Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are 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, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Date, shall be dated as of the Distribution Record Date (or, in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates date of issuance of such Common Shares), and in each such case and, on their face face, shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Share as shall be set forth therein at the price per one fourone-hundredths hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths thousandths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one Fractional Share Unit, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 A hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company Corporation may deem appropriate (but which do not affect the rights, duties and responsibilities of the Rights Agent) and as are 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 the National Association of Securities Dealers, Inc. or any stock exchange or inter-dealer quotation system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, and all Record Date (or in the case of Rights Certificates that are issued in respect of other Common Shares shall be dated Stock issued by the Corporation after the Record Date, as of the respective dates date of issuance of such Common SharesStock), shall note the date of issuance, and in each such case on their face shall entitle the holders thereof to purchase such number of one four-hundredths shares of a share of Preferred Shares Common Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per share being referred to herein as the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially the same as Exhibit B-1 hereto (in the case of a Circuit City Right) or form set forth in Exhibit B-2 B hereto (in the case of a CarMax Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate which do not affect the duties or responsibilities of the Rights Agent and as are 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, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, that are issued in respect of Common Shares which were issued and outstanding as of the Distribution Datedistributed, shall be dated as of the Distribution Date, Record Date and all Rights Certificates that are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one fourone-hundredths of a share of Preferred Shares Stock as shall be set forth therein at the price per one four-hundredths of a Preferred Share set forth therein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.