Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares) after the Record Date but prior to the earlier of the Separation Date or the Expiration Date (as hereinafter defined) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof), and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Industries, Inc. (the "Company") and First Chicago Trust Company of New York, dated as of January 5, 2000 and effective January 12, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment.

Issue of Rights Certificates. (a) Until Prior to the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as of Exhibit B (the "Summary of Rights")B, by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Certificates for the Rights will be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) shall Date. Certificates representing such shares of Common Stock will also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Industries, Inc. (the "CompanyCOMPANY") and First Chicago Trust Company of New YorkAND WACHOVIA BANK, dated as of January 5N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 2000 and effective January 121998 (AS AMENDED FROM TIME TO TIME, 2000 (the THE "Rights AgreementRIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the terms shares of which are hereby incorporated herein by reference and a copy Common Stock issued after the Record Date, until the earlier of which is on file at (i) the principal offices of Distribution Date or (ii) the Company. Under certain circumstancesExpiration Date, as set forth in the Rights Agreement, associated with the Common Stock represented by such Rights certificates will be evidenced by separate such certificates alone and registered holders of Common Stock will no longer also be evidenced by this certificate. The Company the registered holders of the associated Rights, and the transfer of any of such certificates will mail to also constitute the holder of this certificate a copy transfer of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection associated with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued Stock represented by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustmentsuch certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificateone or more right certificates, in substantially the form of Exhibit A B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail to each record any holder of Rights who may so request from time to time prior to the Expiration Date (as such term is defined in Section 7(a) hereof). With respect to certificates for the Common Shares Stock outstanding as of the Close of Business on the Record Date, at until the address of Distribution Date, the Rights will be evidenced by such holder shown on certificates for the records Common Stock and the registered holders of the CompanyCommon Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock which are issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates for shares of Common Stock which become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (as hereinafter defined) shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between Coachmen IndustriesBentley Pharmaceuticals, Inc. (the "CompanyCOMPANY") and First Chicago American Stock Transfer and Trust Company of New York, (the "RIGHTS AGENT") dated as of January 5December 21, 2000 and effective January 12, 2000 2004 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment.RENEWED RIGHTS

Issue of Rights Certificates. (a) Until the Separation earlier of Distribution Date or the Expiration Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after ) and (iv) the Separation Date, transfer of any such certificate shall also constitute the transfer of the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of associated with the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely Stock represented by such Rights Certificatescertificate. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock which are issued (including reissuance of whether originally issued or transferred from the Company's treasury sharesto any other Person) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date (as hereinafter defined) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof), and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between Coachmen IndustriesTransFinancial Holdings, Inc. (the "Company") and First Chicago Trust Company of New YorkUMB Bank, dated as of January 5, 2000 and effective January 12, 2000 N.A. (the "Rights AgreementAgent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights." (de) Subject to Section 13(h), In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall only be issued in connection deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the issuance shares of Common Shares upon Stock which are no longer outstanding. (f) As soon as practicable after the exercise of stock options granted prior to the Separation Date or upon the exerciseDistribution Date, conversion or exchange of securities issued by the Company prior shall prepare and execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder of the Separation Date; provided, however, that if, pursuant to Common Stock as of the terms close of any option, or exercise, conversion or exchange of securities, business on the number of shares issuable thereunder is adjusted after the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the shares shall Rights Certificates, the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and Bank of Boston, Inc. as Rights Agent (the "CompanyRights Agent") and First Chicago Trust Company of New York), dated as of January 5December 7, 2000 and effective January 12, 2000 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h). Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send shall make available a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "“Summary of Rights"”), by first-class, postage prepaid mail to each record holder of Common Shares Stock who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Close of Business on the Record Date, at until the address of Distribution Date, the Rights shall be evidenced by such holder shown on certificates for the records Common Stock and the registered holders of the CompanyCommon Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier earliest of the Separation Distribution Date, the Redemption Date and the Final Expiration Date; provided, however, Rights shall also be issued to the extent provided in Section 22 hereof in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Distribution Date and prior to the Expiration Date (as hereinafter defined) Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industries, Inc. Wabash National Corporation (the "“Company"”) and First Chicago Trust Company of New York, National City Bank (the “Rights Agent”) dated as of January 5December 28, 2000 and effective January 122005, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Company will shall mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights may holder, become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. Notwithstanding this paragraph (b), the omission of the foregoing legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights." (c) Until the Distribution Date, (i) the Rights shall be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to Section 13(hbe sent (and the Rights Agent shall, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a rights certificate, in substantially the form of Exhibit C hereto (the “Rights Certificate”), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until Prior to the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of this SECTION 3(B)) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit EXHIBIT A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to SECTION 11(P), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")EXHIBIT B, by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Certificates for the Rights will be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) shall Date. Certificates representing such shares of Common Stock will also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN TANDYCRAFTS, INC. (THE "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Industries, Inc. (the "CompanyCOMPANY") and First Chicago Trust Company of New YorkAND CHASEMELLON SHAREHOLDER SERVICES, dated as of January 5L.L.C. (THE "RIGHTS AGENT") DATED AS OF MAY 19, 2000 and effective January 121997 (AS AMENDED FROM TIME TO TIME, 2000 (the THE "Rights AgreementRIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the terms shares of which are hereby incorporated herein by reference and a copy Common Stock issued after the Record Date, until the earlier of which is on file at (i) the principal offices of Distribution Date or (ii) the Company. Under certain circumstancesExpiration Date, as set forth in the Rights Agreement, associated with the Common Stock represented by such Rights certificates will be evidenced by separate such certificates alone and registered holders of Common Stock will no longer also be evidenced by this certificate. The Company the registered holders of the associated Rights, and the transfer of any of such certificates will mail to also constitute the holder of this certificate a copy transfer of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection associated with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued Stock represented by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustmentsuch certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and American Stock Transfer & Trust Company, Inc. as Rights Agent (the "CompanyRights Agent") and First Chicago Trust Company of New York), dated as of January 5August 13, 2000 and effective January 12, 2000 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h). Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of shares of Common Shares Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the shares of Common Stock and the registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance whether originally issued or from the Company's treasury and including, without limitation, shares of treasury sharesCommon Stock issued upon exchange of common units of the Operating Partnership) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date (as hereinafter defined) and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesCBL & Associates Properties, Inc. (the "Company") and First Chicago Trust Company of New YorkBankBoston, N.A. (the "Rights Agent") dated as of January 5April 30, 2000 and effective January 12, 2000 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates for shares of Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject to Section 13(h), As soon as practicable after the Separation Date but prior to the Expiration Distribution Date, the Rights shall only be issued in connection with the issuance Agent will send by first-class, postage prepaid mail, to each record holder of shares of Common Shares upon Stock as of the exercise Close of stock options granted prior to Business on the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit C hereto, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with (a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Right Certificates.

Issue of Rights Certificates. (a) Until Following the Separation Record Date, the Company will make available, or cause to be made available, a copy of the Summary of Rights to Purchase Series A Junior Participating Preferred Stock, substantially in the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (xthe “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will shall be evidenced by the certificates for the such shares of Common Shares Stock registered in the names of the holders thereof together with the Summary of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) , and not by separate certificatesRights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, and (y) until the Distribution Date, the Rights will shall be transferable only evidenced by the balances indicated in connection the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the underlying Rights associated with such shares of Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights CertificatesStock. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesParks! America, Inc. Inc., a Nevada corporation (the "“Company"”), and Securities Transfer Corporation or any successor Rights Agent (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 519, 2000 and effective January 122024, 2000 as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." (d) Subject ” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this Section 13(h3(b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and, upon the exercise request of stock options granted prior the Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Separation Date or upon the exerciseRights Agent will, conversion or exchange of securities issued if so requested by the Company prior and provided with all necessary information and documents, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, substantially in the form attached hereto as Exhibit C (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and, if such adjustments are made, the Company may pay cash in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) Stock and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As On or as promptly as practicable following the Record Date, the Company will send deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-first class, postage prepaid mail mail, to each record registered holder of the Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder holders shown on the records of the Company, and the Rights associated with the shares of Common Stock represented by certificates for such Common Stock held by the registered holders of Common Stock shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and such registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesWave Technologies International, Inc. (the "Company") and First Chicago Trust Company of New York, ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Rights Agent") dated as of January 5September 17, 2000 and effective January 12, 2000 1998 as it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(hAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), after AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the Separation foregoing legend, until the earlier of the Distribution Date but prior to or the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the Separation earlier of the Distribution Date or the Expiration Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after ) and (iv) the Separation Date, transfer of any such certificate shall also constitute the transfer of the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of associated with the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely Stock represented by such Rights Certificatescertificate. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock which are issued (including reissuance of whether originally issued or transferred from the Company's treasury sharesto any other Person) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date (as hereinafter defined) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof), and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between Coachmen IndustriesLabOne, Inc. (the "Company") and First Chicago American Stock Transfer & Trust Company of New York, dated as of January 5, 2000 and effective January 12, 2000 (the "Rights AgreementAgent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights." (de) Subject to Section 13(h), In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall only be issued in connection deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the issuance shares of Common Shares upon Stock which are no longer outstanding. (f) As soon as practicable after the exercise of stock options granted prior to the Separation Date or upon the exerciseDistribution Date, conversion or exchange of securities issued by the Company prior shall prepare and execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder of the Separation Date; provided, however, that if, pursuant to Common Stock as of the terms close of any option, or exercise, conversion or exchange of securities, business on the number of shares issuable thereunder is adjusted after the Separation Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the shares shall Rights Certificates, the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) Stock and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-class, postage prepaid mail mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesInnovative Valve Technologies, Inc. (the "Company") and First Chicago Trust Company of New YorkChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of January 5September 18, 2000 and effective January 12, 2000 1997 as it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(hAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), after AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the Separation foregoing legend, until the earlier of the Distribution Date but prior to or the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until On the Separation Record Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As or as soon as practicable after thereafter, the Separation DateCompany will make available (directly or, at the expense of the Company, through the Rights Agent will send or its transfer agent if the Rights Agent or transfer agent is directed by first-classthe Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, insured, postage prepaid mailin substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of the Common Shares Stock as of the Close of Business on the Separation DateRecord Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or registrar for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, a Rights certificate, in substantially until the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Distribution Date, the Rights will shall be evidenced solely by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. The Company shall promptly notify the Rights Agent of the Distribution Date and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a stockholder list together with all other relevant information. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesIZEA Worldwide, Inc. Inc., a Nevada corporation (the "“Company"”), and Broadridge Corporate Issuer Solutions, LLC or any successor Rights Agent (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5May 28, 2000 and effective January 122024, 2000 as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Company). (d) As soon as practicable after the Rights Agent is notified of the Distribution Date or upon the exerciseand received all necessary information, conversion or exchange of securities issued by the Company prior will prepare and execute, and the Rights Agent will countersign and the Company will send or cause to be sent (and the Separation Date; providedRights Agent will, howeverif so requested and provided with all necessary information and documents, that ifat the expense of the Company, pursuant send) by first-class, postage-prepaid mail, to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and, if such adjustments are made, the Company may pay cash in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail mail, to each record holder of Common Shares Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (as hereinafter definedwhether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industries, Inc. Cordis Corporation (the "Company") and First Chicago Trust Company of New York, dated as of January 5, 2000 and effective January 12, 2000 Chemical Mellon Shareholder Services L.L.C. (the "Rights AgreementAgent")) dated as of October 13, 1995 (the "Rights Agreement"),the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after the receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject to Section 13(h), As soon as practicable after the Separation Date but prior to the Expiration Distribution Date, the Rights shall only be issued in connection with the issuance Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Shares upon Stock as of the exercise Close of stock options granted prior to Business on the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit A hereto, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Right Certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation DateCompany has notified the Rights Agent of the occurrence of the Distribution Date and provided the Rights Agent with all necessary information (and if the Rights Agent is not also the transfer agent and registrar of Common Stock, provided the Rights Agent with the names and addresses of all record holders of Common Stock), the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and Equiserve Trust Company, Inc. N.A., as Rights Agent (the "CompanyRights Agent") and First Chicago Trust Company of New York), dated as of January 5May 28, 2000 and effective January 12, 2000 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h). Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Date, (xi) the Rights will be evidenced by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). . (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Separation Date, the Rights Agent will send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Date, at the address of such the holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto certificate (the a "Rights CertificatesRIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Separation Date pursuant to this Agreement) for each share of Common Share Stock so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (bc) As promptly soon as practicable following after the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of the Common Shares Stock as of the Close of Business on the Record Date, at the address of such the holder shown on the records of the Company. (cd) Certificates for the Common Shares Stock issued (including reissuance of treasury shares) after the Record Date but prior to the earlier of the Separation Date or the Expiration Date (as hereinafter defined) ), shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesValassis Communications, Inc. (the "Company") and First Chicago Trust Company The Bank of New York, dated as of January 5September 1, 2000 and effective January 12, 2000 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and voidvoid and the holder of those Rights (including any subsequent holder) shall have no right to exercise the Rights." (de) Subject to Section 13(h), after After the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance issue of Common Shares Stock upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion pursuant to other benefits under any employee plan or exchange of securities issued by the Company arrangement established prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, option or exercise, conversion or exchange of securitiesother benefit plan, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which that would have been issuable prior to the adjustment.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of Common Shares as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. (c) Certificates . With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (b) Rights shall be issued in respect of all Common Shares issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all Common Shares which are issued (as hereinafter definedwhether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such Common Shares shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industries, Inc. Colonial Properties Trust (the "Company") and First Chicago Trust Company of New YorkBankBoston, N.A. (the "Rights Agent") dated as of January 5November 2, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). (d) Subject to Section 13(h), As soon as practicable after the Separation Date but prior to the Expiration Distribution Date, the Rights shall only be issued in connection with the issuance Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Shares upon as of the exercise Close of stock options granted prior to Business on the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit C hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Right Certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and American Stock Transfer & Trust Company, Inc. as Rights Agent (the "CompanyRights Agent") and First Chicago Trust Company of New York), dated as of January 5February 17, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h). Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) Stock and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-class, postage prepaid mail mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesMetroPCS Communications, Inc. (the "“Company"”) and First Chicago American Stock Transfer & Trust Company of New York, (the “Rights Agent”) dated as of January 5March 29, 2000 and effective January 12, 2000 2007 as it may from time to time be supplemented or amended (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Persons Person or any Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) ), and any subsequent holder of such Rights may certain transferees thereof, will become null and void." (d) Subject void and will no longer be transferable. With respect to Section 13(h)such certificates containing the foregoing legend, after until the Separation earlier of the Distribution Date but prior to or the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until Prior to the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit EXHIBIT A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")EXHIBIT B, by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Certificates for the Rights will be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) shall Date. Certificates representing such shares of Common Stock will also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall will bear the following legend: "This certificate also evidences and entitles With respect to the holder hereof to certain Rights as set forth in shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights Agreement between Coachmen Industries, Inc. (associated with the "Company") and First Chicago Trust Company of New York, dated as of January 5, 2000 and effective January 12, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein Common Stock represented by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights certificates will be evidenced by separate such certificates alone and registered holders of Common Stock will no longer also be evidenced by this certificate. The Company the registered holders of the associated Rights, and the transfer of any of such certificates will mail to also constitute the holder of this certificate a copy transfer of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection associated with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued Stock represented by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustmentsuch certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced by the certificates for the shares of Common Shares Stock registered in the names of the holders of the shares of Common Shares Stock (which certificates for shares of Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign and, if requested by the Company, send by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificateone or more right certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof). Rights Certificates representing only whole numbers of Rights will be distributed and cash will be paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), by first-class, postage postage-prepaid mail mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Certificates . With respect to certificates for the shares of Common Shares issued (including reissuance Stock outstanding as of treasury shares) after the Record Date but prior to Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter definedsuch term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock, or the surrender of any certificates representing shares of Common Stock for any purpose, including redemption of the shares represented by such certificates or conversion or exchange of such shares into or for any security other than Common Stock, shall also constitute the transfer or surrender, as appropriate, of the Rights associated with such shares of Common Stock. (c) Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between Coachmen IndustriesOM Group, Inc. (the "Company") and First Chicago Trust Company of New York, National City Bank (the "Rights Agent") dated as of January November 5, 2000 and effective January 12, 2000 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person, or any Affiliates who is an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates, or the surrender of any such certificates for redemption of the shares represented thereby or for conversion or exchange of such shares into or for any security other than Common Stock shall also constitute the transfer or surrender, as appropriate, of the Rights associated with the shares of Common Stock represented by such certificates." (d) Subject Except as set forth in Section 22 hereof, nothing in this Agreement or as this Agreement may be construed with any other agreement, contract, indenture, instrument, document, or understanding (written or unwritten) to Section 13(h)which the Company or any holder of capital stock of the Company may be a party, or under the terms of which the Company or any holder of capital stock may be bound, shall give the holders of the capital stock any right to receive, after the Separation Date but prior to the Expiration Distribution Date, Rights shall only be issued in connection any additional Rights, or any rights, warrants or options with substantially similar terms as the issuance Rights, by virtue of conversion of any shares of capital stock of the Company into shares of Common Shares upon the exercise Stock of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Distribution Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and American Stock Transfer & Trust Company, Inc. as Rights Agent (the "CompanyRights Agent") (as amended and First Chicago Trust Company of New Yorkrestated from time to time, dated as of January 5, 2000 and effective January 12, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h)” Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying the Common Shares (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-first class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to the provisions of this Agreement, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-classfirst class mail, postage prepaid mail prepaid, to each record holder of the Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common Shares together with a copy of the Summary of Rights, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for the Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (c) Certificates for Rights shall be issued in respect of all the Common Shares that are issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) expiration or redemption of the Rights or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for the Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the expiration or redemption of the Rights shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Excel Industries, Inc. (the "Company") and First Chicago Trust Company of New York, Chemical Mellon Shareholder Services L.L.C. (the "Rights Agent") dated as of January 5December 21, 2000 and effective January 12, 2000 1995 as it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights may holder, will become null and void." (d) Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Common Shares, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")B, by first-class, postage prepaid mail mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates for Common Shares together with the Summary of Rights to Purchase Common Shares, and the registered holders of the Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Shares in respect of which Rights have been issued, with or without a copy of the Summary of Rights to Purchase Common Shares, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (c) Certificates for the Rights shall be issued in respect of all Common Shares that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (which legend may be modified as necessary on the certificates for the Common Shares to reflect the application of this Agreement to the Common Shares): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Industries, Capital Environmental Resource Inc. (the "Company") and First Chicago American Stock Transfer & Trust Company of New York, dated (the "Rights Agent") as of January 5, 2000 and effective January 12, 2000 it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(hAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), after AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the Separation foregoing legend, until the earlier of the Distribution Date but prior to or the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Shares represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares upon shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x1) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) (A) with respect to Common Shares that are held in certificated form, by the certificates for the outstanding Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) Company and not by separate certificatesRights Certificates and (B) with respect to Common Shares that are held in book-entry form, by a notation in the records of the Rights Agent (and the records of the Company's transfer agent if different from the Rights Agent), and (y2) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to of the Company). As soon as practicable after the Separation Distribution Date, the Company will prepare and execute, and the Rights Agent will send countersign and send, by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Shares of the Company as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), Certificate evidencing one Right for each Common Share so held, subject to adjustments as provided herein. As of From and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon thereafter as practicable, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to Common Shares outstanding on the Record Date, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date and the registered holders of Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of (1) any certificate for Common Shares outstanding as of the Close of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, and (2) any Common Shares held in book-entry form, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Shares represented thereby. (c) The Company agrees that, at any time after the Record Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-thousandth (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for the Common Shares issued (including reissuance of treasury shares) after the Record Date but prior to the earlier earliest of the Separation Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Shares outstanding on the Record Date or the Expiration Date (as hereinafter defined) upon original issue or out of treasury thereafter, shall also be deemed also to be certificates for the Rights (and Rights shall be issued in respect thereof), and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesSymbion, Inc. (the "Company") and First Chicago Trust Company of New YorkSunTrust Bank, dated as of January 5, 2000 and effective January 12, 2000 it may be amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights beneficially owned issued to or acquired by any Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (each as defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights may holder, shall, under certain circumstances, become null and void. With respect to certificates containing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, outstanding Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender of any such certificate for registration of transfer or exchange of the Common Shares evidenced thereby shall also constitute surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares represented thereby. The failure to print the foregoing legend on any certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 8(e) hereof." (de) Subject to Section 13(h), If the Company purchases or acquires any of its Common Shares after the Separation Date Record Date, but prior to the Expiration Distribution Date, any Rights associated with such Common Shares shall only be issued in connection deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustmentare no longer outstanding.

Issue of Rights Certificates. (a) Until On the Separation Record Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As or as soon as practicable after thereafter, the Separation DateCompany will send (directly or, at the expense of the Company, through the Rights Agent will send or its transfer agent if the Rights Agent or transfer agent is directed by first-classthe Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, insured, postage prepaid mailin substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of the Common Shares Stock as of the Close of Business on the Separation DateRecord Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or register for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, a Rights certificate, in substantially until the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Distribution Date, the Rights will shall be evidenced solely by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesVAALCO Energy, Inc. Inc., a Delaware corporation (the "“Company"”), and Computershare Trust Company, N.A. (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5September 26, 2000 and effective January 122015, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon the exercise written request of stock options granted prior to the Separation Date or upon Company, the exercise, conversion or exchange of securities issued by Rights Agent will countersign and the Company prior will send or cause to be sent (and the Separation Date; providedRights Agent will, howeverif so requested and provided with all necessary information and documents will, that ifat the expense of the Corporation, pursuant send) by first-class, insured, postage-prepaid mail, to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of 3(b) hereof) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage-prepaid mail mail, to each record holder of shares of Common Shares Stock as of the Close of Business on of the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Stock. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock which are issued (including reissuance of treasury shares) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Coachmen IndustriesICU Medical, Inc. and American Stock Transfer & Trust Company, as Rights Agent (the "Company") and First Chicago Trust Company of New York, dated as of January 5, 2000 and effective January 12, 2000 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. ICU Medical, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company ICU Medical, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void." (d) Subject to Section 13(h), . If the Company purchases or acquires any Common Stock after the Separation Record Date but prior before the Distribution Date, any Rights associated with that Common Stock shall be deemed canceled so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following Following the Record Date, the Company will send make available, or cause to be made available, a copy of a the Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the "“Summary of Rights"”), by first-class, postage prepaid mail to each any record holder of Common Shares Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. Until the Distribution Date, (i) with respect to certificates representing shares of Common Stock outstanding as of the Close of Business on the Record Date, at the address Rights shall be evidenced by such shares of such holder shown Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates, and (y) with respect to Book Entry shares of Common Stock outstanding as of the Record Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the records Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the Companytransfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (cb) Certificates for Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Common Shares issued (including reissuance of treasury sharesCompany’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the Rights Agreement a Tax Benefits Preservation Plan by and between Coachmen IndustriesEdgio, Inc. Inc., a Delaware corporation (the "“Company"”), and Equiniti Trust Company, LLC, or any successor Rights Agent (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5June 7, 2000 and effective January 122024, 2000 as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Date Company). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign and the Company will send or upon cause to be sent (and the exerciseRights Agent will, conversion or exchange of securities issued if so requested by the Company prior in writing and provided with all necessary information and documents, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and, if such adjustments are made, the Company may pay cash in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Series D Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of Common Shares Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (as hereinafter definedwhether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industries▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Residential Realty, Inc. Inc., a Maryland corporation (the "CompanyCorporation") and First Chicago Trust Company of New YorkUnion National Bank (the "Rights Agent"), dated as of January 5December __, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. The Company Corporation will mail to the holder of this certificate Certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject As soon as practicable after the Distribution Date, the Rights Agent upon notification thereof will send by first-class, insured, postage prepaid mail, to Section 13(heach record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a rights certificate, in substantially the form of Exhibit C hereto (the "Rights Certificate"), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only evidenced solely by such Right Certificates. (e) Notwithstanding anything to the number contrary set forth herein, if a timely and proper exercise of shares which would have been issuable a conversion right with respect to any Series A Preferred Shares is delivered to the Company on or prior to the adjustmentDistribution Date, the shares of Common Stock issuable upon exercise of such conversion right shall be deemed to have been issued prior to the Distribution Date, and any holder of a share of Common Stock issued upon such exercise of such right shall be entitled to receive the same number of Rights per share of Common Stock as if such holder were a record holder of Common Stock as of the Close of Business on the Distribution Date as provided in Section 3(d), even if issuance of shares of Common Stock upon such exercise of such right occurs after the Distribution Date.

Issue of Rights Certificates. (a) Until On the Separation Record Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As or as soon as practicable after thereafter, the Separation DateCompany shall send (directly or, at the expense of the Company, through the Rights Agent will send or its transfer agent if the Rights Agent or transfer agent is directed by first-classthe Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, insured, postage prepaid mailin substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of the Common Shares Stock as of the Close of Business on the Separation DateRecord Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or register for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, a Rights certificate, in substantially until the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Distribution Date, the Rights will shall be evidenced solely by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesDelek US Holdings, Inc. Inc., a Delaware corporation (the "“Company"”), and American Stock Transfer & Trust Company, LLC or any successor Rights Agent (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5March 20, 2000 and effective January 122020, 2000 as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Date or upon Company). (d) As soon as practicable after the exerciseDistribution Date, conversion or exchange of securities issued by the Company prior will prepare and execute, and the Rights Agent will countersign and the Company will send or cause to be sent (and the Separation Date; providedRights Agent will, howeverif so requested and provided with all necessary information and documents, that ifat the expense of the Company, pursuant send) by first-class, insured, postage-prepaid mail, to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) Stock and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of Section 7(e) hereof), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company One Right will send a copy be issued in respect of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder share of Common Shares Stock issued and outstanding as of the Close close of Business business on the Record Date, at . Certificates issued for such shares of Common Stock and for shares of Common Stock that are issued or shall be transferred or exchanged after the address of such holder shown on Record Date but prior to the records earlier of the CompanyDistribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend referred to in paragraph (c) of this Section 3. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Industries, Innospec Inc. (the "“Company"”) and First Chicago Computershare Trust Company of New YorkCompany, N.A. (the “Rights Agent”), dated as of January 5, 2000 and effective January June 12, 2000 2009 as it may from time to time be supplemented or amended (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights beneficially owned by Acquiring Persons RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or any Affiliates or Associates thereof (as defined in the Expiration Date, the Rights Agreement) associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any subsequent holder of such certificates shall also constitute the transfer of the Rights may become null and void." (d) Subject to Section 13(h), associated with the Common Stock represented by such certificates. If the Company purchases or acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall only be issued in connection deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the issuance shares of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares Stock which would have been issuable prior to the adjustmentare no longer outstanding.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and Fleet National Bank, Inc. as Rights Agent (the "CompanyRights Agent") and First Chicago Trust Company of New York), dated as of January 5, 2000 and effective January 12June 13, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h). Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Series A Preferred Stock, in substantially the form attached hereto as Exhibit B (the --------- "Summary of Rights"), by first-class, postage prepaid mail to each record holder of Common Shares Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (as hereinafter definedwhether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesCrestline Capital Corporation, Inc. a Maryland corporation (the "CompanyCorporation") and First Chicago Trust Company The Bank of New YorkYork (the "Rights Agent"), dated as of January 5December 14, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. The Company Corporation will mail to the holder of this certificate Certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject As soon as practicable after the Distribution Date, the Rights Agent upon notification thereof will send by first-class, insured, postage prepaid mail, to Section 13(heach record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a rights certificate, in substantially the form of Exhibit C hereto --------- (the "Rights Certificate"), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Right Certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) Stock and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-class, postage prepaid mail mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Industries, Inc. Cleco Corporation (the "Company") and First Chicago Equiserve Trust Company of New York, (the "Rights Agent") dated as of January 5July 28, 2000 and effective January 12, 2000 as it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(hAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), after AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the Separation foregoing legend, until the earlier of the Distribution Date but prior to or the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of Common Shares Stock of the Company as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of (b) Rights shall be issued in respect of all shares of Common Stock of the Company. (c) Certificates for the Common Shares Company issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (as hereinafter definedwhether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesBTG, Inc. (the "Company") and First Chicago Trust Company of New York, Union National Bank (the "Rights Agent") dated as of January 5September 16, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)." (d) Subject As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to Section 13(heach record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a rights certificate, in substantially the form of Exhibit C hereto (the "Rights Certificate"), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the Separation tenth (10th) day after the Shares Acquisition Date (including any such date which is after the date of this Agreement and before the issuance of the Rights; the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to of the Company). As soon as practicable after the Separation Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-classfirst‑class, insured, postage prepaid postage‑prepaid mail, to each record holder of the Common Shares of the Company as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificateCertificate, in substantially the form of Exhibit A B hereto (the "a “Rights Certificates"Certificate”), evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send or cause to be sent (and the Rights Agent will, if requested, send) a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit B (the "“Summary of Rights"”), by first-classfirst‑class, postage prepaid mail postage‑prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. (c) Certificates for the Common Shares issued which become outstanding (including reissuance including, without limitation, reacquired Common Shares referred to in the last sentence of treasury sharesthis paragraph (c)) after the Record Date but prior to before the earlier earliest of the Separation Distribution Date, the Redemption Date or the Final Expiration Date (as hereinafter defined) shall be deemed also have impressed on, printed on, written on or otherwise affixed to be certificates for Rights (and Rights shall be issued in respect thereof), and shall bear them the following legend: "This certificate also evidences and entitles THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AGREEMENT DATED AS OF JULY 21, 2021 AMONG AUTOSCOPE TECHNOLOGIES CORPORATION (THE “COMPANY”); AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT; AND, AS TO ONLY SECTION 37, IMAGE SENSING SYSTEMS INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS (AS DEFINED IN THE RIGHTS AGREEMENT) MAY BE REDEEMED, MAY BECOME EXERCISABLE FOR SECURITIES OR ASSETS OF THE COMPANY OR SECURITIES OF ANOTHER ENTITY, MAY BE EXCHANGED FOR SHARES OF COMMON STOCK OR OTHER SECURITIES OR ASSETS OF THE COMPANY, MAY EXPIRE OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OWNED BY, TRANSFERRED TO OR HAVE BEEN OWNED BY AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY OF ITS AFFILIATES (AS DEFINED IN THE RIGHTS AGREEMENT) OR ASSOCIATES (AS DEFINED IN THE RIGHTS AGREEMENT) WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERRABLE. With respect to such certificates containing the holder hereof to certain Rights as set forth in foregoing legend, until the Distribution Date, the Rights Agreement between Coachmen Industriesassociated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, Inc. (and the "Company") surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. If the Company purchases or acquires any Common Shares of the Company after the Record Date but before the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and First Chicago Trust retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of New York, dated as of January 5, 2000 and effective January 12, 2000 (the "Rights Agreement"Company which are no longer outstanding. Notwithstanding this Section 3(c), the terms omission of which are hereby incorporated herein by reference and a copy legend shall not affect the enforceability of which is on file at any part of this Rights Agreement or the principal offices rights of any holder of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and voidRights." (d) Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment.

Issue of Rights Certificates. (a) Until Prior to the Separation Distribution Date, (xi) the Rights will be evidenced (subject to SECTION 3(B)) by the certificates for the Common Shares Stock and not by separate Rights Certificates (as defined below), and the registered in the names of the holders of the Common Shares (which certificates for Common Shares Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent will send will, subject to SECTION 7(D), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a one or more Rights certificateCertificates, in substantially the form of Exhibit A EXHIBIT B attached hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to SECTION 11(P), then the Company shall, at the time of distribution of the Rights Certificates to record holders of Common Stock as of the Close of Business on the Distribution Date, make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. From and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Right Certificates. (b) As promptly soon as practicable following after the Record Dateconsummation of the Acquisitions, the Company will send a copy summary of a Summary of the Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on at the Record Date, effective time of the consummation of the Acquisitions at the address of such holder shown on the records of the Company. A summary of the Rights, as in effect on the date hereof, is set forth on EXHIBIT C attached hereto. Until the Distribution Date, the Rights shall be evidenced by such certificates evidencing the Common Stock, and the registered holders of such Common Stock shall also be the registered holders of the associated Rights. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares issued Stock that become outstanding (including reissuance on original issuance or out of treasury sharestreasury) after the Record Date consummation of the Acquisitions but prior to the earlier of the Separation Distribution Date or the Expiration Date. Certificates for the Common Stock that become outstanding or shall be transferred or exchanged after the consummation of the Acquisitions but prior to the earlier of the Distribution Date or the Expiration Date (as hereinafter defined) shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof), and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the that certain Amended and Restated Rights Agreement between Coachmen IndustriesSuburban Lodges of America, Inc. (the "and American Stock Transfer & Trust Company") and First Chicago Trust Company of New York, dated as of January 5May 4, 2000 and effective January 12, 2000 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become be null and void." (d) Subject With respect to Section 13(h)the certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. If the Company purchases or acquires any shares of Common Stock after the Separation Date consummation of the Acquisitions but prior to the Expiration Distribution Date, any Rights associated with such Common Stock shall only be issued in connection deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, Stock that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustmentare no longer outstanding.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and BankBoston, Inc. N.A., as Rights Agent (the "CompanyRights Agent") and First Chicago Trust Company of New York), dated as of January 5March 2, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h). Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of Common Shares Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (as hereinafter definedwhether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industries, Inc. Startec Global Communications Corporation (the "Company") and First Chicago Continental Stock Transfer & Trust Company of New York(the "Rights Agent"), dated as of January 5March 26, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject As soon as practicable after the Distribution Date, the Rights Agent upon notification thereof and delivery to Section 13(hit of a list of holders of Common Stock will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a rights certificate, in substantially the form of Exhibit C hereto (the "Rights Certificate"), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Right Certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, mail to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a one or more Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), Certificates evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a the Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail Rights to each record holder of the Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legenda legend reading substantially as follows: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesMedSource Technologies, Inc. (the "Company") and First Chicago Trust Company of New YorkWachovia Bank, National Association (the "Rights Agent"), dated as of January 5, 2000 and effective January August 12, 2000 2003 (the "Rights Agreement"), as the same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person, or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void." . With respect to such certificates containing the foregoing legend, until the earlier of (dx) Subject to Section 13(h), after the Separation Distribution Date but prior to and (y) the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares upon Stock also shall be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates also shall constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (hereinafter referred to as the "“Summary of Rights"”), by first-class, postage prepaid mail to each record holder of Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates representing shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof, and not by separate Rights Certificates, and with respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, registered in the names of the holders thereof. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), also shall constitute the transfer of the Rights associated with such shares of Common Stock. (cb) Certificates for Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Common Shares issued (including reissuance of treasury sharesCompany’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesPapa John’s International, Inc. (the "“Company"”) and First Chicago Computershare Trust Company of New YorkCompany, N.A. (or any successor rights agent) dated as of January 5July 22, 2000 and effective January 122018, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Affiliate or Associate thereof) may become null and void." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock, a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Date or upon Company). (d) As soon as practicable after the exerciseDistribution Date, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securitieswill prepare and execute, the number Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent, if so requested and provided with all necessary information and documents, will send) by first-class, insured, postage-prepaid mail, to each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights will be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (hereinafter referred to as the "“Summary of Rights"”), by first-class, postage prepaid mail to each record holder of Common Shares Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates representing shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the names of the holders thereof, and not by separate Rights Certificates, and with respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, registered in the names of the holders thereof. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), also shall constitute the transfer of the Rights associated with such shares of Common Stock. (cb) Certificates for Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Common Shares issued (including reissuance of treasury sharesCompany’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industries, Inc. CytRx Corporation (the "“Company"”) and First Chicago American Stock Transfer & Trust Company of New YorkCompany, LLC (or any successor rights agent) dated as of January 5December 13, 2000 and effective January 122019, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Affiliate or Associate thereof) may become null and void." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock, a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Date or upon Company). (d) As soon as practicable after the exerciseDistribution Date, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securitieswill prepare and execute, the number Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent, if so requested and provided with all necessary information and documents, will send) by first-class, insured, postage-prepaid mail, to each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights will be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the representing shares of Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Shares (including a transfer to the Company)Stock. As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Separation Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Rights certificateone or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each Common Share so heldin the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As promptly soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail mail, to each record holder of the Common Shares Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Separation Date Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Expiration Summary of Rights, prior to the Distribution Date (as hereinafter definedor earlier expiration or redemption of the Rights) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend: "legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industriesthe issuer and BankBoston N.A., Inc. as Rights Agent (the "CompanyRights Agent") and First Chicago Trust Company of New York), dated as of January 5February 13, 2000 and effective January 12, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of Under certain circumstances set forth in the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights beneficially owned issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliates or Associates thereof Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and any subsequent holder generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void." (d) Subject to Section 13(h). Until the Distribution Date or the earlier redemption, after expiration or termination of the Separation Date but prior to Rights, the Expiration Date, Rights shall only be issued in connection associated with the issuance Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms surrender for transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) Stock and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of SECTION 7(e)), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to SECTION 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company One Right will send a copy be issued in respect of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder share of Common Shares Stock issued and outstanding as of the Close close of Business business on the Record Date, at . Certificates issued for such shares of Common Stock and for shares of Common Stock that are issued or shall be transferred or exchanged after the address of such holder shown on Record Date but prior to the records earlier of the CompanyDistribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend referred to in paragraph (c) of this SECTION 3. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in SECTION 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesHospira, Inc. (the "CompanyCOMPANY") and First Chicago EquiServe Trust Company of New YorkCompany, N.A. (the "RIGHTS AGENT"), dated as of January 5[___], 2000 and effective January 122004, 2000 as it may from time to time be supplemented or amended (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(hAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), after AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the Separation foregoing legend, until the earlier of the Distribution Date but prior to or the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until On the Separation Record Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As or as soon as practicable after thereafter, the Separation DateCompany will send (directly or, at the expense of the Company, through the Rights Agent will send or its transfer agent if the Rights Agent or transfer agent is directed by first-classthe Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, insured, postage prepaid mailin substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of the Common Shares Stock as of the Close of Business on the Separation DateRecord Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or register for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, a Rights certificate, in substantially until the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Distribution Date, the Rights will shall be evidenced solely by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 21 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesDominari Holdings Inc., Inc. a Delaware corporation (the "“Company") ”), and First Chicago Continental Stock Transfer & Trust Company of New Yorkor any successor Rights Agent (the “Rights Agent”), dated as of January 5October 11, 2000 and effective January 122023, 2000 as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Date or upon Company). (d) As soon as practicable after the exerciseDistribution Date, conversion or exchange of securities issued by the Company prior will prepare and execute, and the Rights Agent will countersign and the Company will send or cause to be sent (and the Separation Date; providedRights Agent will, howeverif so requested and provided with all necessary information and documents, that ifat the expense of the Company, pursuant send) by first-class, insured, postage-prepaid mail, to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until On the Separation Record Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As or as soon as practicable after thereafter, the Separation DateCompany will make available (directly or, at the expense of the Company, through the Rights Agent will send or its transfer agent if the Rights Agent or transfer agent is directed by first-classthe Company and provided with all necessary information and documents, insuredin form and substance reasonably satisfactory to the Rights Agent) a copy of a Summary of Rights to Purchase Preferred Stock, postage prepaid mailin substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of the Common Shares Stock as of the Close of Business on the Separation DateRecord Date (other than any Acquiring Person or any Related Person of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or register for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, a Rights certificate, in substantially until the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Distribution Date, the Rights will shall be evidenced solely by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the Rights Agreement a Tax Benefits Preservation Plan by and between Coachmen IndustriesOasis Petroleum Inc., Inc. a Delaware corporation (the "“Company"”), and Computershare Trust Company, N.A., or any successor Rights Agent (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5August 3, 2000 and effective January 122021, 2000 as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Date Company). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign and the Company will send or upon cause to be sent (and the exerciseRights Agent will, conversion or exchange of securities issued if so requested by the Company prior in writing and provided with all necessary information and documents, in form and substance reasonably satisfactory to the Separation Date; providedRights Agent, howeverat the expense of the Company, that ifsend) by first-class, pursuant insured, postage-prepaid mail, to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and, if such adjustments are made, the Company may pay cash in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until On the Separation Record Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As or as soon as practicable after thereafter, the Separation DateCompany will send (directly or, at the expense of the Company, through the Rights Agent will send or its transfer agent if the Rights Agent or transfer agent is directed by first-classthe Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, insured, postage prepaid mailin substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of the Common Shares Stock as of the Close of Business on the Separation DateRecord Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or register for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, a Rights certificate, in substantially until the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Distribution Date, the Rights will shall be evidenced solely by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesMYOS RENS Technology Inc., Inc. a Nevada corporation (the "“Company"”), and Island Stock Transfer or any successor Rights Agent (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5February 14, 2000 and effective January 122017, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares upon the exercise of stock options granted prior Stock (including a transfer to the Separation Date or upon Company). (d) As soon as practicable after the exerciseDistribution Date, conversion or exchange of securities issued by the Company prior will prepare and execute, and the Rights Agent will countersign and the Company will send or cause to be sent (and the Separation Date; providedRights Agent will, howeverif so requested and provided with all necessary information and documents, that ifat the expense of the Company, pursuant send) by first-class, insured, postage-prepaid mail, to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")EXHIBIT B, by first-class, postage prepaid mail mail, to each record holder of Common Shares Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company's treasury) after the Record Date but prior to the earlier earliest of the Separation Distribution Date, the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date (as hereinafter defined) and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen Industries, PlanetCAD Inc. (the "Company") and First Chicago Trust Company of New York▇▇▇▇▇ 5 Fargo Bank Minnesota, N.A. dated as of January 5March 11, 2000 and effective January 12, 2000 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to Section 13(heach record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate, in substantially the form of EXHIBIT C hereto (a "Rights Certificate"), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Right Certificates.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send shall make available a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "“Summary of Rights"”), by first-class, postage prepaid mail to each record holder of Common Shares Stock who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Close of Business on the Record Date, at until the address of Distribution Date, the Rights shall be evidenced by such holder shown on certificates for the records Common Stock and the registered holders of the CompanyCommon Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier earliest of the Separation Distribution Date, the Redemption Date and the Final Expiration Date; provided, however, Rights shall also be issued to the extent provided in Section 22 hereof in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Distribution Date and prior to the Expiration Date (as hereinafter defined) Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesEvergreen Energy Inc. (the “Company”) and Interwest Transfer Company, Inc. (the "Company"“Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5December 4, 2000 and effective January 122008, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Company will shall mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights may holder, become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. Notwithstanding this paragraph (b), the omission of the foregoing legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights." (c) Until the Distribution Date, (i) the Rights shall be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) Subject As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to Section 13(hbe sent (and the Rights Agent shall, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a rights certificate, in substantially the form of Exhibit C hereto (the “Rights Certificate”), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Separation DateDistribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) -9- hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Rights")C, by first-class, postage prepaid mail mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates for Common Shares together with the Summary of Rights, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (c) Certificates for the Rights shall be issued in respect of all Common Shares that are issued (including reissuance of treasury shareswhether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (which legend may be modified as necessary on the certificates for the Common Stock or Class B Common Stock, as the case may be, to reflect the application of this Agreement to the Common Stock or the Class B Common Stock, as the case may be): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesWit Capital Group, Inc. (the "Company") and First Chicago American Stock Transfer & Trust Company of New York, dated (the "Rights Agent") as of January 5, 2000 and effective January 12, 2000 it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void." (d) Subject to Section 13(hAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), after AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the Separation foregoing legend, until the earlier of the Distribution Date but prior to or the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Shares represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares upon shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the Separation Distribution Date, (xi) the Rights will be evidenced (subject to the provisions of 3(b) hereof) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Separation Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Separation Distribution Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Separation Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage postage- prepaid mail mail, to each record holder of shares of Common Shares Stock as of the Close close of Business on business of the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Stock. (c) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock which are issued (including reissuance of treasury shares) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date (as hereinafter defined) Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen IndustriesICU Medical, Inc. (the "Company") and First Chicago Trust Company of New York▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services, L.L.C., as Rights Agent, dated as of January 5July 15, 2000 and effective January 12, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. ICU Medical, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company ICU Medical, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void." (d) Subject to Section 13(h), . If the Company purchases or acquires any Common Stock after the Separation Record Date but prior before the Distribution Date, any Rights associated with that Common Stock shall be deemed canceled so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights shall only be issued in connection associated with the issuance Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Shares upon Stock shall also be the exercise registered holders of stock options granted prior to the Separation Date or upon associated Rights, and the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms transfer of any option, or exercise, conversion or exchange of securities, such certificates shall also constitute the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance transfer of the shares shall be equal only to Rights associated with the number of shares which would have been issuable prior to the adjustmentCommon Stock represented by such certificates.

Issue of Rights Certificates. (a) Until On the Separation Record Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As or as soon as practicable after thereafter, the Separation DateCompany will send (directly or, at the expense of the Company, through the Rights Agent will send or its transfer agent if the Rights Agent or transfer agent is directed by first-classthe Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, insured, postage prepaid mailin substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of the Common Shares Stock as of the Close of Business on the Separation DateRecord Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or register for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, a Rights certificate, in substantially until the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Distribution Date, the Rights will shall be evidenced solely by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) As promptly as practicable following the Record DateRights shall be issued, the Company will send a copy of a Summary of Rightswithout any further action, in substantially the form attached hereto as Exhibit B (the "Summary respect of Rights"), by first-class, postage prepaid mail to each record holder all shares of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of Stock that become outstanding (whether originally issued or delivered from the Company. (c) Certificates for the Common Shares issued (including reissuance of treasury shares’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or and the Expiration Date (as hereinafter defined) shall be deemed Date; provided, however, that Rights also to be certificates for Rights (and Rights shall be issued to the extent provided in respect thereof)Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following legendform: "“[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesFred’s, Inc. Inc., a Tennessee corporation (the "“Company"”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) and First Chicago Trust Company of New York, dated as of January 5December 26, 2000 and effective January 122016, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights beneficially owned Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Affiliates or Associates Related Person thereof (as such capitalized terms are defined in the Rights Agreement) and any subsequent holder ), or specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and voidvoid and will no longer be transferable." ” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (d) Subject to Section 13(hb), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Separation Record Date but prior to the Expiration Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only be issued in connection with the issuance transfer of the underlying shares of Common Shares Stock (including, without limitation, a transfer to the Company). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon the exercise written request of stock options granted prior to the Separation Date or upon Company, the exercise, conversion or exchange of securities issued by Rights Agent will countersign and the Company prior will send or cause to be sent (and the Separation Date; providedRights Agent will, howeverif so requested and provided with all necessary information and documents, that ifat the expense of the Company, pursuant send) by first-class, insured, postage-prepaid mail, to the terms of any option, or exercise, conversion or exchange of securities, the number each record holder of shares issuable thereunder is adjusted after of Common Stock as of the Separation DateClose of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be equal only to evidenced solely by such Rights Certificates, and the number Rights Certificates and the Rights shall be transferable separately from the transfer of shares which would have been issuable Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the adjustmentBusiness Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the "“Summary of Rights"”), by first-class, postage prepaid mail to each record holder of Common Shares Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (cb) Certificates for the Rights shall be issued in respect of all shares of Common Shares Stock issued (including reissuance of treasury shareswhether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Separation Distribution Date or the Expiration Date or the Final Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (as hereinafter definedwhether originally issued or from the Company’s treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof)Rights, and shall bear the following legend: "legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Coachmen IndustriesDuratek, Inc. (the "“Company"”) and First Chicago Trust Company of New YorkComputershare Investor Services, LLC (the “Rights Agent”) dated as of January 5December 16, 2000 and effective January 122003, 2000 as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliates Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) and ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby." (c) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. (d) Subject As soon as practicable after the Distribution Date and receipt of written notice of the Distribution Date from the Company, the Rights Agent upon notification thereof will, at the Company’s expense, send by first-class, insured, postage prepaid mail, to Section 13(heach record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a rights certificate, in substantially the form of Exhibit C hereto (the “Rights Certificate”), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance evidencing one Right for each share of Common Shares upon Stock so held, subject to adjustment as provided herein. In the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, event that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, an adjustment in the number of Rights issuable upon issuance per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the shares Rights Certificates, the Company shall make necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be equal only to the number of shares which would have been issuable prior to the adjustmentevidenced solely by such Rights Certificates.