Common use of Election to Purchase Clause in Contracts

Election to Purchase. (To be executed if holder desires to exercise the Rights Certificate) To: ___________________________ The undersigned hereby irrevocably elects to exercise_________________________ Rights represented by this Rights Certificate to purchase the number of one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one-thousandths of a Preferred Share be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ___________________ , 20____ _________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

Election to Purchase. (To be executed if holder desires Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the Rights right, represented by this Warrant Certificate) To: , to receive __________ shares of Common Stock and herewith tenders payment for such shares to the order of Alternative Asset Management Acquisition Corp. in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ________________, whose address is ____________________________ The undersigned hereby irrevocably elects and that such shares be delivered to exercise_________________ whose address is _________________________ Rights represented by this Rights Certificate to purchase the ___. If said number of one-thousandths shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a Preferred Share issuable upon new Warrant Certificate representing the exercise remaining balance of such Rights and requests that certificates for such number of one-thousandths of a Preferred Share be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall shares be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who ______________, whose address is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ___________________ _____, 20and that such Warrant Certificate be delivered to __________________, whose address is _____________________. Dated: __________________ _______________________________________ Signature Signature (SIGNATURE) _______________________________________ _______________________________________ _______________________________________ (ADDRESS) _______________________________________ (TAX IDENTIFICATION NUMBER) Signatures(s) Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange__________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, a member of the National Association of Securities DealersSTOCKBROKERS, Inc.SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, or a commercial bank or trust company having an office or correspondent in the United StatesPURSUANT TO S.E.C. RULE 17Ad-15). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT).

Election to Purchase. (To be executed by the registered holder if such holder desires to exercise the Rights Certificatewithin Warrants) To: NETWORK-1 SECURITY SOLUTIONS, INC. 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Avi X. Xxxxx, President and Chief Executive Officer The undersigned hereby (1) irrevocably elects to exercise his or its rights to purchase _____ shares of Common Stock covered by the within Warrants, (2) makes payment in full of he Purchase Price by enclosure of a certified check, (3) requests that certificates for such shares be issued in the name of: Please print name, address and Social Security or Tax Identification Number: _______________________________________________ The undersigned hereby irrevocably elects to exercise_______________________________________________ Rights represented by this Rights Certificate to purchase the _______________________________________________ and (4) if said number of one-thousandths of a Preferred Share issuable upon shares shall not be all the exercise of such Rights and shares evidenced by the within Warrants, requests that certificates a new warrant certificate for such number the balance of one-thousandths of a Preferred Share the shares covered by the within Warrants be issued registered in the name of, and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number : _______________________________________________ _______________________________________________ _______________________________________________ In lieu of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf receipt of a Person who is or was an Acquiring Person or an Affiliate or Associate fractional share of any such Person (as such terms are defined in Common Stock, the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Personundersigned will receive a check representing payment therefor. Dated: ___________________ , 20____ _________________________________ Signature Signature GuaranteedBy: Signatures must _________________________________ _________________________________ EXHIBIT "C" ----------- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, IF ANY, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER MAY BE PROPERLY MADE UNDER AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. CONVERTIBLE PROMISSORY NOTE $_________ December ____, 1999 For value received, the undersigned, NETWORK-1 SECURITY SOLUTIONS, INC., a Delaware corporation ("Maker"), promises to pay to the order of______________ , or his or its assigns, ("Holder"), at the office of Maker at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 or at such other place as Holder may designate, the principal sum of ___________($__________ ), together with accrued interest on the unpaid balance of this Note, beginning as of the date hereof, before or after maturity or judgment, at the rate of eight percent (8%) per annum. The said principal sum, or the amount thereof outstanding, with accrued interest, shall be guaranteed due and payable on December ___, 2001. If Maker shall fail to pay any amount owing to Holder under this Note when due (whether at stated due date, upon acceleration or otherwise), then to the extent permitted by a member firm law Maker will pay interest to Holder, payable on demand, on the amount in default from the date such payment became due until payment in full at the rate of 15% per annum. This Note is one of a registered national securities exchangeseries of Notes issued pursuant to the Securities Purchase Agreement, a member of dated the National Association of Securities Dealersdate hereof, Inc.between Maker, or a commercial bank or trust company having an office or correspondent in Holder and certain other investors (the United States"Purchase Agreement") and is entitled to the benefits thereof and shall be subject to the provisions thereof.

Election to Purchase. (To be executed if holder desires upon exercise of Option) The undersigned hereby irrevocably elects to exercise the Rights right, represented by this Option Certificate) To: , to purchase ____________________ Shares and herewith authorizes in payment for such Shares the reduction of the legal fee exercise account in the amount of $________ all in accordance with the terms hereof. The undersigned hereby irrevocably elects to exercise_________________________ Rights represented by this Rights Certificate to purchase the number of one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such Shares be registered as follows: Name Number of Shares ---- ---------------- all of whose addresses are Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, and that such certificates be delivered to Xxxxxxx & Beam whose address is Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000. If said number of one-thousandths Shares is less than all of a Preferred Share be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all Shares purchasable hereunder, the Rights evidenced by this Rights Certificate, undersigned requests that a new Rights Option Certificate for representing the remaining balance remaining of such Rights shall the Shares be registered in the name of Xxxxxxx & Beam whose address is Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 and that such Certificates be delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who to Xxxxxxx & Beam whose address is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersignedXxx Xxxxxxx Xxxxx, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who isXxxxx 000, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such PersonXxxxxx, Xxxxxxxxxx 00000. Dated: ___________________ Signature: ------------------------------ Xxxxxxxx X. Xxxxxxx for XXXXXXX & BEAM, 20____ _________________________________ INC. (Signature Signature Guaranteed: Signatures must be guaranteed by conform in all respects to name of holder as specified on a member firm of a registered national securities exchange, a member the face of the National Association of Securities DealersOption Certificate) OPTION CERTIFICATE THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE OPTIONS, Inc.SHARES OR OTHER SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. EXERCISABLE FROM 12:00 P.M. LOS ANGELES TIME, or a commercial bank or trust company having an office or correspondent in the United StatesON JUNE 9, 1997 UNTIL 11:59 P.M., LOS ANGELES TIME ON JUNE 9, 2002 No. 0-1 25,000 Options OPTION CERTIFICATE NEW DIRECTIONS MANUFACTURING, INC.

Election to Purchase. (To be executed by the registered holder if such holder desires to exercise the Rights Certificatewithin Warrants) ToThe undersigned hereby (1) irrevocably elects to exercise his or its rights to purchase ____________ shares of Common Stock covered by the within Warrants, and, upon the conclusion of sixty-five days from the date hereof (2) shall make payment in full of the Purchase Price by delivery of cash, a certified check, or bank draft, (3) requests that certificates for such shares of Common Stock be issued in the name of: Please print name, address and Social Security or Tax Identification Number: ________________________________________________ The undersigned hereby irrevocably elects to exercise________________________________________________ Rights represented by this Rights Certificate to purchase the ________________________________________________ ________________________________________________ and (4) if said number of one-thousandths shares of a Preferred Share issuable upon Common Stock shall not be all the exercise of such Rights and shares evidenced by the within Warrants, requests that certificates a new warrant certificate for such number the balance of one-thousandths of a Preferred Share the shares covered by the within Warrants be issued registered in the name of, and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number : ________________________________________________ ________________________________________________ ________________________________________________ In lieu of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf receipt of a Person who is or was an Acquiring Person or an Affiliate or Associate fractional share of any such Person (as such terms are defined in Common Stock, the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Personundersigned will receive a check representing payment therefor. Dated: ___________________ , 20____ _________________________________ Signature Signature GuaranteedWARRANT HOLDER By: Signatures must be guaranteed by a member firm of a registered national securities exchange_____________________________ Name: Title: The undersigned, a member the Holder of the National Association attached Warrant, hereby irrevocably elects, on the date that is sixty-five days from the date hereof, to exchange its Warrant for _________ shares of Securities DealersWarrant Stock pursuant to the cashless exercise provisions of the within Warrant, as provided for in Section 1(b) of such Warrant, and requests that a certificate or certificates for such shares of Warrant Stock (and any warrants or other property issuable upon such exercise) be issued in the name of and delivered to __________________________ whose address is _______________________________ (social security or taxpayer identification number ___________) and, if such shares shall not include all of the shares issuable under such warrant, that a new warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to the undersigned. HOLDER: Signature Signature, if jointly held Date FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto Name: _____________________________________________ (Please typewrite or print in block letters) Social Security or Taxpayer Identification Number : the right to purchase Common Stock of BxxXxxx.xxx, Inc., or a commercial bank or trust company having an office or correspondent Nevada corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ____________________________, Attorney, to transfer the same on the books of the Company with full power of substitution in the United States.premises. DATED: __________________ Signature Signature, if jointly held Witness: ____________________________ This Registration Rights Agreement (this “Agreement”) is made and entered into as of ___________, 2011, by and between BxxXxxx.xxx, Inc., a Nevada corporation (the “Company”), and Halter Energy Capital Corporation, a Texas corporation (the “Investor”). This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, by and between the Investor and the Company (the “Subscription Agreement”), and pursuant to the Securities referred to therein. The Company and the Investor hereby agree as follows:

Election to Purchase. (To be executed if holder desires upon exercise of Warrant) The undersigned hereby irrevocably elects to exercise the Rights right, represented by this Warrant Certificate) To, to purchase __________________ Shares and herewith tenders in payment for such Shares cash, check or a certified or official bank check, payable to the order of Junum Incorporated, in the amount of $___________ all in accordance with the terms hereof. The undersigned requests that a certificate of such Shares be registered in the name of _____________________ whose address is ________________ and that such certificate be delivered to ________________ whose address is ___________________. If the number of Shares being acquired is less than all purchasable hereunder, the undersigned requests that a new Certificate representing the remaining balance of the Warrants be registered in the name of and delivered to ____________________ whose address is _________________________________________. Dated: _________________________ Signature: _______________________________ The undersigned hereby irrevocably elects (Insert Social Security or Other (Signature must conform in all respects to exerciseIdentifying Number of Holder) name of holder as specified on the face of the Warrant Certificate) _________________________ Rights represented by this Rights Certificate to purchase the number of one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one-thousandths of a Preferred Share be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ___________________ , 20____ _________________________________ Signature Signature Guaranteed: Signatures must (Printed Name) ASSIGNMENT (To be guaranteed by a member firm executed if Holder desires to transfer the Warrant Certificate) For Value Received, the undersigned hereby sells, assigns and transfers to (please print name and address of a registered national securities exchangetransferee) this Warrant Certificate, a member together with all right, title and interest therein, and hereby irrevocably constitutes and appoints ______________________________ ____________________ as attorney-in-fact to transfer the same on the books of the National Association Company, with full power of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United Statessubstitution.

Election to Purchase. (To be executed by the holder only if holder it desires to exercise Warrants evidenced by the Rights Certificatewithin Warrant) ToTO: GENERAL ACCEPTANCE CORPORATION 0000 Xxxxx Xxxx Bloomington, Indiana 47404 Attention: Chief Financial Officer The undersigned hereby (1) irrevocably elects to exercise _______________ Warrants, evidenced by the within Warrant for, and to purchase thereunder ____________________ The undersigned hereby irrevocably elects to exercise_________________________ Rights represented by this Rights Certificate to purchase the number of one-thousandths of a Preferred Share Shares issuable upon the exercise of said Warrants, (2) makes payment in full of the Purchase Price of such Rights and Shares, (3) requests that certificates for such number of one-thousandths of a Preferred Share the Shares be issued in the name of: Please insert social security print Social Security or other identifying number ------------------------------------------------------------------------------ Tax Identification Number ================================================================= (Please print name and address) ------------------------------------------------------------------------------ If such ================================================================== and (4) if said number of Rights Warrants shall not be all the Rights Warrants evidenced by this Rights Certificatethe within Warrant, requests that a new Rights Certificate for the balance remaining of such Rights shall Warrant evidencing Warrants not so exercised be registered issued in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ ------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The ------------------------------------------------------------------ ------------------------------------------------------------------- In lieu of receipt of a fractional Share the undersigned hereby certifies by checking elects (check the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ____________line): _______ (i) to receive a cash payment, 20____ and the check representing payment thereof should be made payable to ----------------------------------------------------------------- ----------------------------------------------------------------- (Please print name and address) and should be delivered to ------------------------------------------------------------ G:\LEGAL\XXXX\XXXXX\WAR913.WPD 14 _________________________________________________________; or __________________ Signature Signature Guaranteed(ii) to credit the amount of such payment against the Purchase Price payable for the Shares issuable upon the exercise of said Warrants. DATED: Signatures _____________________, 199___ Signature: ________________________________ NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment herein must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United Statesduly executed.

Election to Purchase. (To be executed if holder desires Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the Rights right, represented by this Warrant Certificate) To: , to receive __________ shares of Common Stock and herewith tenders payment for such shares to the order of ANC Rental Corporation in the amount of $______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 6 of the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of ___________________________ The undersigned hereby irrevocably elects to exercise_________________________ Rights represented by this Rights Certificate to purchase the number of one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one-thousandths of a Preferred Share be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who whose address is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ___________________ , 20____ _________________________________ Signature and that such shares be delivered to ________________ whose address is ___________ ______________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is Signature: Date: Signature Guaranteed: Signatures must be guaranteed by a member firm ANC RENTAL CORPORATION and THE BANK OF NEW YORK ------------------------------- WARRANT AGREEMENT Dated as of a registered national securities exchangeSeptember 28, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.2001 WARRANT AGREEMENT TABLE OF CONTENTS PAGE

Election to Purchase. (To be executed if holder desires The undersigned hereby irrevocably elects to exercise the Rights Certificate) To: _____________this Warrant to purchase ______________ The shares of Common Stock, acknowledges that it will not dispose of such shares except in compliance with Section 3(b) of the Warrant Agreement and the Securities Act of 1933, as amended, and requests that Certificates for such shares be issued and delivered as follows: Issue to: ------------------------------------------------------------------ (Name) ------------------------------------------------------------------ (Address, including Zip Code) ------------------------------------------------------------------ (Social Security or Tax Identification Number) Deliver to: ------------------------------------------------------------------ (Name) ------------------------------------------------------------------ (Address, including Zip Code) In full payment of the aggregate purchase price with respect to the number of shares being purchased upon exercise of this Warrant, the undersigned hereby irrevocably elects to exercise________________(check applicable payment method): (i) / / tenders payment of $_________ Rights represented by this Rights Certificate cashier's check payable to the order of U S Liquids Inc. or (ii) / / hereby surrenders to the Company, Warrants to purchase the number of one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one-thousandths of a Preferred Share be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ___________________ shares of Common Stock. If the Warrant is exercised hereby (and, 20____ _________________________________ Signature Signature Guaranteedif applicable, surrendered to purchase shares of Common Stock) so as to purchase fewer than all the shares of Common Stock that may be purchased pursuant to this Warrant, the undersigned requests that a new Warrant representing the number of full shares for which the Warrant has not been exercised or surrendered be issued and delivered as set forth below. Name of Warrant holder or Assignee: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.------------------------------------------------------ (Please Print) -30-