Common use of Event Clause in Contracts

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Shares Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (shareholders except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) or Board, and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are also available upon written request to the Rights Agent or the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as defined in the Rights Agreement and as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of under the outstanding shares of Common Stock circumstances described in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement. The Company may (but shall is not be required to) to issue fractional shares of Preferred Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or dividends, subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration Expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The In addition, the Company may redeem the Right's after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company which the majority of "Continuing Directors" (but shall not be required toas defined in the Rights Agreement) issue concurs is in the best interest of stockholders. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officer of the Company and its corporate seal. Dated as of _____________________, 1996 ATTEST: MATRIA HEALTHCARE, INC. ______________________________ By:_________________________ Secretary Title:___________________ Countersigned: [RIGHTS AGENT] By:___________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_____________________________________________________________________ hereby sells, assigns and transfers unto ____________________________________ _____________________________________________________________________________ (Please print name and address of transferee) _____________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________________, 19___. ______________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (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 Affiliate or Associate of an Acquiring Person. Dated:___________________,19__ __________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest or may be exchanged, in whole or in part, for shares of the Close Common Stock, or shares of Business on (i) preferred stock of the tenth Business Day following Company having essentially the Stock Acquisition Date (same value or economic rights as such time period may be extended pursuant to shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement(other than Rights which are not subject to such exchange) or (ii) will terminate and the Final Expiration DateRights will only enable holders to receive the shares issuable upon such exchange. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.Rights

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Class A Rights evidenced by this Class A Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Class A Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates and the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class A Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file with the Secretary of the Company and are also available upon written request to the Companyrequest. This Class A Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class A Rights Certificate or Class A Rights Certificates of like tenor and date evidencing Class A Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Class A Rights evidenced by the Class A Rights Certificate or Class A Rights Certificates surrendered shall have entitled such holder to purchase. If this Class A Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class A Rights Certificate or Class A Rights Certificates for the number of whole Class A Rights not exercised. Subject to the provisions of the Rights Agreement, the Class A Rights evidenced by this Class A Rights Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Class A Right or Class A Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Class A Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class A Right or Class A Rights evidenced by this Class A Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class A Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period Directors), or may be extended pursuant to the Rights Agreement) exchanged, in whole or (ii) the Final Expiration Datein part, for Common Stock. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: Ryan's Restaurant Group, Inc. By: By: --------------------------- ----------------------------- Secretary [President] Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent ------------------------------------ Title [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto _________________________________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------------------- ------------------------------- Signature Signature Guaranteed:____________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon Upon surrender at the principal an office or offices of the Rights Agent designated for such purposepurpose and subject to the terms and conditions set forth in the Rights Agreement, any Rights Certificate or Certificates may be transferred or exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Rights as the Rights evidenced by the Rights Certificate or Certificates surrendered. Subject to the provisions of the Rights Certificates surrendered shall have entitled Agreement, the Board of Directors of the Company may, at its option at any time prior to (i) the close of business on the tenth day after the Share Acquisition Date (or such holder later date as a majority of the Continuing Directors may designate prior to purchasesuch time as the Rights are no longer redeemable) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, hereof nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, hereof as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% (or, in the case of the Grandfathered Stockholder, 25% or less) of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period Directors), or may be extended pursuant to the Rights Agreement) exchanged, in whole or (ii) the Final Expiration Datein part, for Common Stock. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20__. ATTEST: DELTA WOODSIDE INDUSTRIES, Inc. By:________________________ By:________________________ Secretary President Countersigned: FIRST UNION NATIONAL BANK as Rights Agent By: _______________________________ Title: ____________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________ 20___ ______________________________ Signature Signature Guaranteed:____________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral- multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Corporation and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the tenth Business Day (10th) day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveIn addition, under certain circumstances, the Company's right of redemption Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of exchanged by the outstanding Corporation, in whole or in part, for shares of Common Stock in a transaction or series shares of transactions Preferred Stock of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights that are not involving subject to such exchange) will terminate and the Company and there are no other Acquiring PersonsRights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and the date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Shares Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (shareholders except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .05 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period number of days may be extended pursuant to the Rights Agreement) or extended), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) aboveDisinterested Directors. Thereafter, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than shares of Voting Stock representing 10% or less of the outstanding shares of Common Stock Voting Power in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: Xxxxxxxxx World Industries, Inc. By -------------------------------- ------------------------- Title: Title: Countersigned: Chemical Mellon Shareholder Services, L.L.C. By ------------------------------------ Authorized Signature FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: XXXXXXXXX WORLD INDUSTRIES, INC. The undersigned hereby irrevocably elects to exercise ---------------- Rights represented by this Rights Certificate to purchase the shares of Series One of Class A Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 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) ------------------------------------------------------------------------ ------------------------------------------------------------------------ Dated: , , -------------------- ----- --------------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day twentieth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. ATTEST: XXXXXX GREETING, INC. _______________________ By: ____________________ Secretary Title: Countersigned: THE BANK OF NEW YORK By:______________________________ Authorized Signatory Date: ___________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT __________________ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto ________________________ _________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________, ____ ______________________________ Signature Signature Guaranteed: Certificate ___________ The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) or Board (iiwith the concurrence of a majority of the Continuing Directors), or(ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral- multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal shareholder services office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (iib) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right right or Rights rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 19__ ATTEST: COLUMBUS XxXXXXXX CORPORATION By: --------------------------- ----------------------------- Secretary Title:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) Board (with the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period number of days may be extended pursuant to the Rights Agreement) or extended), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) aboveDisinterested Directors. Thereafter, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than shares of Voting Stock representing 10% or less of the outstanding shares of Common Stock Voting Power in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________________ ATTEST: Dominion Bridge Corporation ________________________________ By_________________________________ Title: _________________________ Title: ____________________________ Countersigned: Continental Stock Transfer & Trust Company By____________________________________ Authorized Officer

Event. As provided in the Rights AgreementPlan, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementPlan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementPlan. Copies of the Rights Agreement Plan are on file at the above-mentioned office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementPlan, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth (10th) Business Day following the Stock Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Plan), and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Share Acquisition Date, the Rights may be exchanged, in whole or in part, for Common Shares, or other securities of the redemption period referenced in clause (i) aboveCompany having essentially the same value or economic rights as such Preferred Shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the securities issuable upon such exchange. No fractional Preferred Shares will be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole Preferred Shares would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights AgreementPlan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementPlan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the signature of a proper officer of the Company. Dated as of , 20 . SUNLINK HEALTH SYSTEMS, INC. By: Name: Title: [Form of Reverse Side of Rights Certificate] FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated , 20 . (Please print name and address of transferee) Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% (or, in the case of the Grandfathered Stockholder, 20% or less) of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Share Acquisition Date (as such time period may be extended changed in the discretion of the Board of Trustees pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as such term is defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Trustees. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock Shares in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Trustees (with the concurrence of a majority of the Continuing Trustees). At any time after a person becomes an Acquiring Persons. The Person, the Board of Trustees of the Company may exchange the Rights (but shall not other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). No fractional Preferred Shares will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or distributions or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors trustees or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its trust seal. Dated as of ____________ __, ____ ATTEST: ELDERTRUST By:________________________________ By:________________________________ Name: Name: Title: Title: COUNTERSIGNED: FIRST UNION NATIONAL BANK By:________________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ __, ____ -------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights AgreementTax Benefits Plan, the Purchase Price and the number and kind of shares of Series B Preferred Stock or other securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined a Section 11(a)(ii) Event. In certain circumstances described in the Tax Benefits Plan, the Class B Rights Agreement)evidenced hereby may entitle the registered holder thereof to receive common stock, cash or other assets, all as provided in the Tax Benefits Plan. This Class B Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class B Rights AgreementCertificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Tax Benefits Plan are on file at the office of the Rights Agreement Agent designated for such purpose and are available from the Rights Agent upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Class B Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Class B Rights equal to the aggregate number of a share of Preferred Stock as the Class B Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Class B Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Plan, the Class B Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Class B Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), at any time prior to the earliest earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights AgreementRecord Date, the Close of Business on the tenth Business Day following the Record Date) or and (ii) the Final Expiration Date. After In addition, subject to the expiration provisions of the redemption period referenced in clause (i) aboveTax Benefits Plan, at the option of the Company, the Company's right of redemption Class B Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% exchanged, in whole or in part, for Units of Series B Preferred or shares of the outstanding shares of Class B Common Stock in a transaction or series of transactions not involving the Company or other consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and there without any further action or any notice, the Rights (other than Rights which are no other Acquiring Personsnot subject to such exchange) will terminate and the Class B Rights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Series B Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred StockSeries B Preferred, which may, at the election of the Company, Company be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights AgreementTax Benefits Plan. No holder of this Class B Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series B Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of , ICO Global Communications (Holdings) Limited Countersigned: By: Mellon Investor Services LLC Name: as Rights Agent Title: By: By: Name: Name: Title: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto: (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Dated: , Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one onetwo-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.0025 per Right at any time prior to the earliest of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), (ii) the tenth business day following the effectiveness of a declaration by the Board of Directors that a Person is an Adverse Person, and (iii) the Final Expiration Date; provided, however, that with certain exceptions the Company shall be entitled so to redeem the Rights only if the Board of Directors consists of a majority of Continuing Directors (as such term is defined in the Rights Agreement). After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons or Adverse Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one onetwo-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 15% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one shares (in one-hundredths hundredth (.01) of a share increments) of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right in cash or in shares of voting Common Stock at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth (.01) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. ATTEST: WMS HOTEL CORPORATION _____________________________ By:________________________ Name: Title: Countersigned: By:__________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED______________________________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________, ____ _____________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares Shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share Shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common stock, par value $0.01 per share (the "Common Stock"), or Preferred Stock at an exchange ratio (subject to adjustment) of one share of Common Stock or one one-thousandth of a share of Preferred Stock, per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series other consideration considered appropriate by the Board of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _______ __________________, ________. THORNBURG MORTGAGE, INC., a Xxxxxxxx corporation By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- COUNTERSIGNED: Mellon Investor Services LLC, a New Jersey limited liability company By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________ as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________, ______ Signature__________________________ Social Security or other identifying taxpayer number of transferee: THE SIGNATURE (S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15. CERTIFICATE (APPLICABLE TO FORM OF ASSIGNMENT) The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Class B Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates and the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file with the Secretary of the Company and are also available upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Class B Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B Rights evidenced by this Class B Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Class B Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of a duly authorized officer of the Company and its corporate seal. Dated as of _________ __, _____ Attest: TRAVELERS PROPERTY CASUALTY CORP. ___________________________ By:__________________________ Secretary Title: [SEAL] Countersigned: EQUISERVE TRUST COMPANY, N.A. By:_______________________ Authorized Signature FORM OF REVERSE SIDE OF CLASS B RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Class B Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ _________________________ Signature Signature Guaranteed: FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights each Right evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of (i) the occurrence of a Section 11(a)(ii) Event, and (ii) the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate corporation action, or to receive notice of meetings meeting or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, 20__. [Seal] ATTEST XXXXXX'X RESTAURANT GROUP, INC. _________________________________ By: _____________________________ Countersigned: EQUISERVE TRUST COMPANY, as Rights Agent By: _____________________________ B-3 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company with full power of substitution. Dated: _________________, 20__ Signature Guaranteed: ________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a financial institution which is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. ________________________________________________________________________________ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Beneficial Owner of the Rights evidenced by this Rights Certificate is not, and, to the knowledge of the undersigned, has never been, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________ Signature ________________________________________________________________________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration Expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The In addition, the Company may redeem the Rights after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company which the Board of Directors of the Company (but shall not be required toas defined in the Rights Agreement) issue determines is in the best interest of stockholders. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights AgreementTax Benefits Plan, the Purchase Price and the number and kind of shares of Series B Preferred Stock or other securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined a Section 11(a)(ii) Event. In certain circumstances described in the Tax Benefits Plan, the Class B Rights Agreement)evidenced hereby may entitle the registered holder thereof to receive common stock, cash or other assets, all as provided in the Tax Benefits Plan. This Class B Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class B Rights AgreementCertificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Tax Benefits Plan are on file at the office of the Rights Agreement Agent designated for such purpose and are available from the Rights Agent upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Class B Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Class B Rights equal to the aggregate number of a share of Preferred Stock as the Class B Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Class B Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Plan, the Class B Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Class B Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), at any time prior to the earliest earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights AgreementRecord Date, the Close of Business on the tenth Business Day following the Record Date) or and (ii) the Final Expiration Date. After In addition, subject to the expiration provisions of the redemption period referenced in clause (i) aboveTax Benefits Plan, at the option of the Company, the Company's right of redemption Class B Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% exchanged, in whole or in part, for Units of Series B Preferred or shares of the outstanding shares of Class B Common Stock in a transaction or series of transactions not involving the Company or other consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and there without any further action or any notice, the Rights (other than Rights which are no other Acquiring Personsnot subject to such exchange) will terminate and the Class B Rights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Series B Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred StockSeries B Preferred, which may, at the election of the Company, Company be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights AgreementTax Benefits Plan. No holder of this Class B Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series B Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of , ICO Global Communications (Holdings) Limited Countersigned: By: Mellon Investor Services LLC Name: as Rights Agent Title: By: By: Name: Name: Title: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto: (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Class B Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:

Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agreement Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: MODUSLINK GLOBAL SOLUTIONS, INC. By: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: Authorized Signature FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: , Signature Medallion Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized Medallion Signature Guarantee Program.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) or Board (iiwith the concurrence of a majority of the Continuing Directors), or(ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provision and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties dudes and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one-hundredths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, pay- 52 able, at the election of the Company, in cash or the Common Shares or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Shares Acquisition Date (as defined in the Rights Agreement) (as such time period may be extended or shortened pursuant to the Rights Agreement) and (b) the Expiration Date (as such term is defined in the Rights Agreement) or (ii) may be exchanged in whole or in part for common shares, no par value, of the Final Expiration DateCompany (the "Common Shares") and/or other equity securities of the Company deemed to have the same value as the Common Shares. Under certain circumstances set forth in the Rights Agreement, the decision to redeem (or to change such time period) shall require the concurrence of a majority of the Continuing Directors (as defined in the Rights Agreement). After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 20% or less than 10% of the outstanding shares of Common Stock Shares in a transaction or series of transactions not involving the Company Company, and there are no other Acquiring Personssuch reinstatement is approved by the Company's Board of Directors (with the concurrence of a majority of the Continuing Directors). The Company may (but shall not No fractional Preferred Shares will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than than, except as set forth above, fractions which that are integral multiples of one one-one-hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a thereof, cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of the ______ day of _______________, ______. SI Diamond Technology, Inc. By President Secretary Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

Event. As provided 1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. In certain circumstances described in the Rights Agreement, the Purchase Price and rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of shares of Preferred Stock an entity other than the Company or receive common stock, cash or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsassets, including Triggering Events (all as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 .001 per Right Right, payable at any time prior to the earliest Company’s option in cash or in common stock of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (Company, subject to adjustment in certain events as such time period may be extended pursuant to provided in the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 20 . ATTEST: INTERDIGITAL, INC. By: By: Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY as Rights Agent By: Name: Title: (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein into this Rights Certificate by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one- hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After The Rights may not be redeemed following a designation of an Adverse Person under the expiration provisions of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. As provided above, the Company reserves the right to require prior to the occurrence of a Trigger Event that, upon the exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein in this Rights Certificate be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________________.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to of purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (1) (unless the Board of Directors shall have made a determination that a Person is an Adverse Person) redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration Date or (2) exchanged, in whole or in-part, for shares of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsPreferred Stock. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ SOLITRON DEVICES, INC.: Attest: By:________________________ Title: Secretary Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY: By:___________________________ Authorized Officer B-5 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________ hereby sells, assigns and transfers unto _____________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint ______________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration Expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The In addition, the Company may redeem the Rights after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company which the Board of Directors of the Company (but shall not be required toas defined in the Rights Agreement) issue determines is in the best interest of stockholders. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officer of the Company and its corporate seal. Dated as of _________________________, 19__ ATTEST: MATRIA HEALTHCARE, INC. ____________________________ By:_______________________ Secretary Title:____________________ Countersigned: SunTrust Bank, Atlanta By:_________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED___________________________________________________________________ hereby sells, assigns and transfers unto _____________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------------------------ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________,19____. --------------------------- Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number (or fraction thereof) and kind of shares of Series A Preferred Stock or other securities capital stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Series A Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .000001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of at least 80% of the members of the Board of Directors of the Company. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person or an Adverse Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ ATTEST: ________________________ CHS ELECTRONICS, INC. ______________________________________ By: _____________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: __________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________________________ hereby sells, assigns and transfers unto_____________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together will all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_____________________, ____ ________________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to before the earliest earlier of the Close of Business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his such holder's beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, the Company and there are no other Acquiring Personsmay elect to exchange the Rights evidenced by this Certificate in whole or in part for shares of the Company's Common Stock (or shares of preferred stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, subject to adjustment. The Company may (but shall is not be required to) to issue fractional shares of Preferred Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Dated as of the _____ day of __________, ____. CHAD XXXRAPEUTICS, INC. By: ___________________________________ Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: _______________________________ Date:______________________________ Authorized Signature -4- 50 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be signed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_____________________________________________________________ hereby sells, assigns and transfers unto_______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer this Rights Certificate on the books of Chad Xxxrapeutics, Inc., with full power of substitution. Date:_______________________ ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended changed in the discretion of the Board of Directors pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two- thirds of the Board of Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ____ ATTEST: CRESTLINE CAPITAL CORPORATION By: By: ----------------------------------- ------------------------------------ Name: Name: Title: Title: COUNTERSIGNED: THE BANK OF NEW YORK By: ----------------------------------- Name: Title: -6- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ __, ____ ____________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to receive, upon exercise of shares such Rights, capital stock of Preferred Stock an entity other than the Company or cash or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsassets, including Triggering Events (all as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at any time prior the Company's option in cash or in Company Common Stock, subject to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (adjustment in certain events as such time period may be extended pursuant to provided in the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Company Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Company Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Corporate Seal] WALL STREET DELI, INC. Attest: By By -------------------------- ----------------------------------- Name Name Title Title AMERICAN STOCK TRANSFER AND TRUST COMPANY Attest: By By -------------------------- ----------------------------------- Name Name Title Title [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto__________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ __, ____ _______________________________ Signature SIGNATURE GUARANTEED: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ________________________________

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if Directors. At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to less than 10the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsStock, subject to adjustment. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of , SUNRISE SENIOR LIVING, INC. By: Name: Title: By: Name: Title: Countersigned: Dated as of , , as rights agent By: Authorized Signatory (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths hundredth's of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day following the Stock Acquisition Date first occurrence of a Triggering Event, and (as such time period may be extended pursuant to the Rights Agreement) or (iib) the Final Expiration Date. After the expiration of the redemption period referenced in clause , or (iii) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of exchanged by the outstanding Company in whole or in part for shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsPreferred Stock. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than than, except the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which that are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, Certificate as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareowners (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 19__ ATTEST: XXXXXXX PHARMACEUTICAL CORPORATION _________________________ By:______________________________ Name: Name: Title: Title Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Event. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of shares of Preferred Stock an entity other than the Company or receive common stock, cash or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsassets, including Triggering Events (all as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of ----------------------------- * The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 .001 per Right Right, payable at any time prior to the earliest Company's option in cash or in common stock of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (Company, subject to adjustment in certain events as such time period may be extended pursuant to provided in the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ __, 199_/200_. ATTEST: PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED By: _________________________ By: ________________________________ Name: Name: Title: Title: Countersigned: STOCKTRANS, INC., as Rights Agent By: _________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _______________________ hereby sells, assigns and transfers unto _____________________________________________ ________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________, this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ __, 199_/200_ ______________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths one thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an the Acquiring Person reduces his its beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required toother than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of Common Stock) issue per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth one thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of , ----------------- ------- INFORMAX, INC. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Countersigned: Dated as of , ----------------- ------- AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: ------------------------------- Authorized Signatory 66 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , --------------------- ---- ----------------------------------- Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (shareholders except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its the option of the Board at a redemption price of $0.01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of shares of Preferred Stock an entity other than the Company or receive common stock, cash or other securities which may be purchased upon assets of an entity other than the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsCompany, including Triggering Events (all as such term is defined provided in the Rights Agreement). This The Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights AgreementAgreement applicable to a Class A Common Right, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Class A Common Rights not exercised. Subject to the provisions of the Rights Agreement, the Class A Common Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 .01 per Right Class A Common Right, payable at any time prior to the earliest Company's option in cash or other securities or property of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (Company, subject to adjustment in certain events as such time period may be extended pursuant to provided in the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Series 2 Preferred Stock will be issued upon the exercise of any Class A Common Right or Class A Common Rights evidenced hereby (other than fractions which are integral multiples of one one-one hundredth of a share of Series 2 Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series 2 Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.receive

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Events (as such term is defined in the Rights Agreementa Section 11 Event). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right payable, at the election of the Company, in cash, Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (iib) the Final Expiration Date. After The foregoing notwithstanding, the expiration Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board as a result of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding a proxy contest. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. Common This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , -------- ---- ----

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period Directors), or may be extended pursuant to the Rights Agreement) exchanged, in whole or (ii) the Final Expiration Datein part, for Common Stock. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20___. ATTEST: ONE PRICE CLOTHING STORES, INC. By:________________________ By:________________________ Secretary President Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent ----------------------------- Title [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, 20___ ______________________________ Signature Signature Guaranteed:____________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an the Acquiring Person reduces his its beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Persons. The Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Voting Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of Voting Common Stock, subject to adjustment. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ___________, _____ NBT BANCORP INC. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- Countersigned: Dated as of ___________, _____ REGISTRAR AND TRANSFER COMPANY, as rights agent By: ------------------------------------ Authorized Signatory -5- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, _____ ______________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period Directors), or may be extended pursuant to the Rights Agreement) exchanged, in whole or (ii) the Final Expiration Datein part, for Common Stock. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20__. ATTEST: DELTA APPAREL, INC. By:________________________ By:________________________ Secretary President Countersigned: FIRST UNION NATIONAL BANK as Rights Agent By: ____________________________ Title: ___________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________ 20___ ______________________________ Signature Signature Guaranteed:____________________

Event. As provided in the Rights Agreement, the Purchase Price (in certain limited circumstances) and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (Events. In certain circumstances, and as such term is defined described in the Rights Agreement), cash, property or other securities may be issued by the Company upon the exercise hereof in lieu of shares of Common Stock. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Subject to the provisions of the Rights Agreement, this Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, with the Form of Election and Certificate set forth on the reverse side duly executed, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right Right, subject to adjustment as provided in the Rights Agreement, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), (ii) the tenth Business Day after a determination that a Person is an Adverse Person, or (iiiii) the Final Expiration Date. After Subject to the expiration provisions of the redemption period referenced in clause (i) aboveRights Agreement, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% Company may, at its option, at any time after a Section 11(a)(ii) Event, exchange all or part of the outstanding Rights evidenced by this Certificate for shares of Common Stock in or shares of a transaction or series of transactions not involving preferred stock of the Company with rights, privileges and there are other terms substantially the same as the Common Stock. Subject to certain exceptions, no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and if in lieu thereof a cash payment may be is made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of: __________________ ITI TECHNOLOGIES, INC. By: ________________________________ ATTEST: Title: ________________________________ ____________________________________ Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: _________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________ Enter taxpayer identification Tax ID#:______________________ number of transferee The signature must correspond in every Sign here:____________________ particular, without alteration, with the name(s) as printed on your certificate(s). If acting in a special capacity (Executor, Administrator, Custodian, etc.) the capacity must be indicated. Your signature must be medallion guaranteed * SIGNATURE GUARANTEED by an eligible guarantor institution as defined MEDALLION GUARANTEED * below. (Name of Financial Institution) ______________________________ (Authorized Signature)

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended changed in the discretion of the Board of Directors pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors (with the concurrence of a majority of the Continuing Directors). At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-one hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ____ ATTEST: CyberCash, Inc.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal shareholder services office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of one onetwo-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (iib) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced Continuing Directors (as such term is defined in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement). The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right right or Rights rights evidenced hereby (other than fractions which are integral multiples of one onetwo-hundredth thousandths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, _____ ATTEST: AMERICAN PRECISION INDUSTRIES INC. ________________________ By:____________________________________ Secretary Title: Countersigned: By:______________________ Authorized Signature 49 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .05 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period number of days may be extended pursuant to the Rights Agreement) or extended), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) aboveDisinterested Directors. Thereafter, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than shares of Voting Stock representing 10% or less of the outstanding shares of Common Stock Voting Power in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: Xxxxxxxxx Holdings, Inc. By -------------------------------- ---------------------------- Title: Title: Countersigned: American Stock Transfer & Trust Company By ---------------------------- Authorized Signature FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: XXXXXXXXX HOLDINGS, INC. The undersigned hereby irrevocably elects to exercise -------------------- Rights represented by this Rights Certificate to purchase the shares of Series One of Class A Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 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) -------------------------------------------------------------------------------- Dated: ___________________ __________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal shareholder services office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (iib) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced Continuing Directors (as such term is defined in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement). The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right right or Rights rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 19__ ATTEST: COLUMBUS McKINNON CORPORATION _________________________ By:________________________________ Secretary Title: Countersigned: By:______________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agreement Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ______ ATTEST: DRIVE SHACK INC. By Secretary Title: Countersigned: By FOR VALUE RECEIVED hereby Dated: , Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to (payable in cash, Common Shares or other consideration considered appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth one- -------------------------------------------------------------------------------- thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period Directors), or may be extended pursuant to the Rights Agreement) exchanged, in whole or (ii) the Final Expiration Datein part, for Common Stock. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20__. ATTEST: DH APPAREL COMPANY, INC. By:________________________ By:________________________ Secretary President Countersigned: FIRST UNION NATIONAL BANK as Rights Agent By: ____________________________ Title: ___________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________ 20___ ______________________________ Signature Signature Guaranteed:____________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right (such number reflecting the stock splits in the form of a dividend effected by the Company in March 1999 and June 2000) at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 15% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares Shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share Shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common stock, par value .01 per share (the "Common Stock"), or Preferred Stock at an exchange ratio (subject to adjustment) of one share of Common Stock for one one-thousandth of a share of Preferred Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series other consideration considered appropriate by the Board of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be B-2 49 evidenced by depositary depository receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. CAPTEC NET LEASE REALTY, INC., a Delaware corporation By:____________________________ Name:__________________________ Title:_________________________ Countersigned: NORWEST BANK MINNESOTA, N.A., a national banking association By:________________________________ Name:______________________________ Title:_____________________________ B-3 50 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto ________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________, ____ __________________________________ Signature Social Security or other identifying taxpayer number of transferee: _____________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to (payable in cash, Common Shares or other consideration considered appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. MORGXX'X XXXDS, INC., an Ohio corporation By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Countersigned: FIRSTAR BANK, N.A., a national banking association By: ----------------------------- Name: --------------------------- Title: -------------------------- -------------------------------------------------------------------------------- Page B-3 49 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto __________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:_____________________, ____ ______________________________ Signature Social Security or other identifying taxpayer number of transferee:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, $1.00 par value per share (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to (payable in cash, Common Shares or other consideration considered appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth one- thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ____________, ____. THE STANDARD PRODUCTS COMPANY, an Ohio corporation By: _____________________________________ Name: ___________________________________ Title: __________________________________ Countersigned: National City Bank, a national banking association By: _________________________________ Name: _______________________________ Title:_______________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ___________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________ as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________, ____ ________________________________________ Signature Social Security or other identifying taxpayer number of transferee: _____________________________________ Signature Guaranteed: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall is not be required to) to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. suspen- This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandth of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, the expiration Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.any

Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agreement Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ______ ATTEST: DRIVE SHACK INC. By Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto _______________________________________________ _________________________________________________________________________ _________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number (or fraction thereof) and kind of shares of Series A Preferred Stock or other securities capital stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Series A Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .000001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of at least 80% of the members of the Board of Directors of the Company. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person or an Adverse Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ ATTEST: CHS ELECTRONICS, INC. By: -------------------------------- -------------------------------- Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: ------------------------ Authorized Signature B-5 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfers unto ______________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together will all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_____________, ____ ----------------------- Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths one thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an the Acquiring Person reduces his its beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required toother than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of Common Stock) issue per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth one thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _____________,_______ XM SATELLITE RADIO HOLDINGS INC. By:__________________________ Name:________________________ Title:_______________________ By:__________________________ Name:________________________ Title:_______________________ Countersigned: Dated as of _____________,_______ EQUISERVE TRUST COMPANY, N.A. as Rights Agent By:______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ (Please print name and address of transferee) __________________________________ ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________________, ___ ________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period period-may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other Acquiring Personssuch reinstatement is approved by the Company's Board of Directors. The Subject to the provisions of the Rights Agreement, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby hereby, (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, Stock which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 19 . ------------------ ---

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1020% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 15% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securi- ties which may be purchased upon the exercise of the Rights evidenced evi- denced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Trig- xxxxxx Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, pro- visions and conditions of the Rights Agreement, which terms, provisions pro- visions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement Agreements are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights CertificatesCer- tificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to before the earliest earlier of the Close close of Business business on (ia) the tenth twentieth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (b) the Final Expiration Date or (ii) may be exchanged in whole or in part for shares of the Final Expiration DateCompany's Common Stock and/or other equity securities of the Company deemed to have the same value as shares of Common Stock. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall not be required to) issue require the concurrence of a majority of the Continuing Directors. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the CompanyCom- pany, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be by construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders stock- holders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: ATTEST: VIDEOLAN TECHNOLOGIES, INC. By_________________________ By Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxxx Secretary Chairman of the Board Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By_________________________ Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto ________________________ _________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________, ____ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and Price, the number and kind of shares of Preferred Stock Shares or other securities which may be purchased issuable upon the exercise of a Right and the number of Rights evidenced by this Rights Certificate outstanding are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of (i) the Close of Business on (i) the tenth (10th) Business Day following the Stock Shares Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration DateDate (as such terms are defined in the Rights Agreement). After In addition, under certain circumstances following the expiration occurrence of a Section 11(a)(ii) Event but before any person acquires beneficial ownership of fifty percent (50%) or more of the redemption period referenced Common Shares (as such term is defined in clause (i) abovethe Rights Agreement), the Company's right of redemption Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% exchanged, in whole or in part, for Common Shares, Preferred Shares, or shares of other preferred stock of the outstanding shares Company having essentially the same value or economic rights as such shares. Immediately upon the action of Common Stock in a transaction or series the Board of transactions not involving Directors of the Company authorizing any such redemption or exchange, and there without any further action or any notice, the Rights (other than Rights that are no other Acquiring Personsnot subject to such redemption or exchange) will terminate and the Rights will only enable holders to receive the redemption price or the shares issuable upon such exchange, as applicable. The Company may (but shall not No fractional Preferred Shares will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as may otherwise be provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, unless and until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature or portable document format of the proper officers of the Company. Dated as of , 201 . STEALTHGAS INC. By: Name: Title: By: Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent By: Name: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto of the Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the number of Rights indicated on the books of the within named Company, with full power of substitution. Dated as of: , 201 SIGNATURE By: Name: Title: Medallion Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its the option of the Board at a redemption price of $0.01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral- multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which securities, cash or other assets that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths hundredth of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, payable in cash, Common Stock or other consideration, at any time prior to until the earliest of the Close of Business on earlier of: (i) the tenth Business Day ten days following the Stock Acquisition Distribution Date (as such term is defined in the Rights Agreement), or as such time period may be extended pursuant to the Rights Agreement) , or (ii) the Final Expiration DateDate (as such term is defined in the Rights Agreement). After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company or any of its Subsidiaries and there are no other persons who are Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Events (as such term is defined in the Rights Agreementa Section 11 Event). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right payable, at the election of the Company, in cash, Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (iib) the Final Expiration Date. After The foregoing notwithstanding, the expiration Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board as a result of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding a proxy contest. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. Common This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ ___ , _____ ATTEST: ROBOTIC VISION SYSTEMS, INC. _______________________ By____________________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST CO. By__________________________ Authorized Signature A-4 58 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Please print social security or other identifying number of the transferor:___________________________________________ FOR VALUE RECEIVED______________________________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________ ____________________________________________ Signature

Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agreement Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ______ ATTEST: NEWCASTLE INVESTMENT CORP. By Secretary Title: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto ___________________________________________________________________________________________________________________ _________________________________________________________________________this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: , Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may also be exchanged in whole or in part for Preferred Stock or shares of the Company's Common Stock, par value $.001 per share. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended changed in the discretion of the Board of Directors pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors (with the concurrence of a majority of the Continuing Directors). At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ ___, _______ Startec Global Communications Corporation By:________________________________ Name:______________________________ Title:_____________________________ Attest: ________________________________ Countersigned: _______________________ _______________________ By:____________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED______________________________________________ hereby sells, assigns and transfers unto________________________ ________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_________________________, ______ _________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred 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 pursuant to the Rights Agreement); (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:_________________________, _________ ________________________________ Signature Signature Guaranteed:

Event. The portion of the legend in brackets shall be inserted only if applicable, shall be modified to apply to an Acquiring Person or an Adverse Person, as applicable, and shall replace the preceding sentence. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), (ii) the tenth business day following the effectiveness of a declaration by the Board of Directors that a Person is an Adverse Person, and (iii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons or Adverse Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. Following the occurrence of a Triggering Event, the Company shall not be required to issue fractional shares of Common Stock upon the exercise of any Rights and in lieu thereof a cash payment may be made. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the offices of the Company located at 000 Xxxx Xxxxxx Xxxxxx, Portage, Michigan 49002, and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. B-3 Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right payable at the election of the Company, in cash, Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day fifteenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. * * * B-4 WITNESS the facsimile signature of the proper officers of the Company. Dated as of _____________, 20__ Attest: MANATRON, INC. By By Name: Name: Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By Authorized Signature B-5 FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfers unto ______________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ , 20__ Signature Signature Guaranteed: B-6 The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Corporation and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth th Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, subject to the expiration provisions of the redemption period referenced in clause (i) aboveRights Agreement, the Company's right of redemption Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of exchanged under certain circumstances by the outstanding Corporation, in whole or in part, for shares of Common Stock, or for Preferred Stock in a transaction or shares of another series of transactions Preferred Stock of the Corporation having equivalent preferences, limitations and relative rights. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not involving subject to such exchange) will terminate and the Company and there are no other Acquiring PersonsRights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), and but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the duly authorized officers of the Corporation and its corporate seal. Dated as of __________, ____

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein into this Rights Certificate by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one- hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, Continuing Directors. The Rights may not be redeemed following a designation of an Adverse Person under the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% provisions of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. As provided above, the Company reserves the right to require prior to the occurrence of a Trigger Event that, upon the exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein in this Rights Certificate be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________. ATTEST: OLD KENT FINANCIAL CORPORATION ______________________________ By______________________________________ Secretary Its_________________________________ Countersigned: OLD KENT BANK By______________________________________ Its_________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desire to transfer the Rights Certificate.) FOR VALUE RECEIVED_________________________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ _____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ ___________________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to (payable in cash, Common Shares or other consideration considered appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _______________,___. BOYKXX XXXGING COMPANY, an Ohio corporation By: -------------------------------- Name: ------------------------------- Title: ------------------------------ Countersigned: NATIONAL CITY BANK, a national banking association By: -------------------------------- Name: ------------------------------- Title: ------------------------------ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ______________ hereby sells, assigns and transfers unto ___________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, ____ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ------------------------------------- Signature Guaranteed: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Class B-1 Rights evidenced by this Class B-1 Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Class B-1 Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2 Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B-1 Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Class B-1 Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B-1 Rights Certificate or Class B-1 Rights Certificates of like tenor and date evidencing Class B-1 Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Class B-1 Rights evidenced by the Rights Certificate or Class B-1 Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B-1 Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B-1 Rights Certificate or Class B-1 Rights Certificates for the number of whole Class B-1 Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B-1 Rights evidenced by this Class B-1 Rights Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $0.01 18.00 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration exchanged in whole or in part for shares of Class A Common Stock or other securities of the redemption period referenced in clause (i) aboveCompany. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Company's Class B-1 Rights will terminate and the only right of the holders of Class B-1 Rights will be to receive the redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsprice. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Class B-1 Right or Class B-1 Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Class B-1 Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B-1 Right or Class B-1 Rights evidenced by this Class B-1 Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B-1 Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, ____ ATTEST: CHICAGO MERCANTILE EXCHANGE INC. ______________________________ By:_________________________________ Secretary Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT By:___________________________ Authorized Signature C-5 [Form of Reverse Side of Class B-1 Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B-1 Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto_______________________________________________ _________________________________________________________________________ (Please print name and address of transferee) this Class B-1 Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Class B-1 Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ----------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Company's Board of Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an the Acquiring Person reduces his its beneficial ownership to 15% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by a two-thirds vote of the Company's Board of Directors. At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required toother than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of Common Stock) issue per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-one hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of , --------------------- ------- C-3 57 ARRAY BIOPHARMA INC. By: ---------------------------------------- Name: --------------------------------- Title: -------------------------------- Attest: By: ---------------------------------------- Name: --------------------------------- Title: -------------------------------- Countersigned: Dated as of , --------------------- ------- Computershare Trust Company, Inc. as rights agent By: --------------------------------------- Authorized Signatory C-4 58 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, liabilities, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agreement Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Common Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.Agent (either by manual or facsimile signature). WITNESS the facsimile signature of the proper officers of the Company and its facsimile corporate seal. Dated as of , ATTEST: TRIUMPH GROUP, INC. By Title: Title: Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By Authorized Signature FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name, address and social security or other identifying number of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: ,_ Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon Upon surrender at the principal an office or offices of the Rights Agent designated for such purposepurpose and subject to the terms and conditions set forth in the Rights Agreement, any Rights Certificate or Certificates may be transferred or exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Rights as the Rights evidenced by the Rights Certificate or Certificates surrendered. Subject to the provisions of the Rights Certificates surrendered shall have entitled Agreement, the Board of Directors of the Company may, at its option at any time prior to (i) the close of business on the tenth day after the Share Acquisition Date (or such holder later date as a majority of the Continuing Directors may designate prior to purchasesuch time as the Rights are no longer redeemable) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right. No fractional Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. The Rights evidenced by this Rights Certificate 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. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths half of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if Directors. At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to less than 10the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of Common Stock, subject to adjustment. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth half of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of __________, _____ SHENANDOAH TELECOMMUNICATIONS COMPANY By: Name: Title: By: Name: Title: Countersigned: Dated as of __________, _____ AMERICAN STOCK TRANSFER AND TRUST, as rights agent By: Authorized Signatory (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________________________________ hereby sells, assigns and transfers unto__________________________________________________________ _________________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________, ______ Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Class B Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates and the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file with the Secretary of the Company and are also available upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Class B Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B Rights evidenced by this Class B Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Class B Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of a duly authorized officer of the Company and its corporate seal. Dated as of _________ __, _____ Attest: TRAVELERS PROPERTY CASUALTY CORP. ___________________________ By:__________________________ Secretary Title: [SEAL] Countersigned: EQUISERVE TRUST COMPANY, N.A. By:_______________________ Authorized Signature FORM OF REVERSE SIDE OF CLASS B RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Class B Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ _________________________ Signature Signature Guaranteed: FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.)

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one ten-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to (payable in cash, Common Shares or other consideration considered appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one oneten-hundredth thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation By:________________________________ Name:______________________________ Title:_____________________________ Countersigned: NATIONAL CITY BANK, a national banking association By:____________________________ Name:__________________________ Title:_________________________ -------------------------------------------------------------------------------- Page B-3 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto______________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________ ,_____ ______________________________________ Signature Social Security or other identifying taxpayer number of transferee:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementAgreement and any amendments thereto, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Board of Directors at a redemption price of $0.01 .001 per Right at any time prior to the earliest close of the Close of Business business on (i) the tenth Business Day following day after the Stock Acquisition Date (Date, as such time period may be extended pursuant to term is defined in the Rights Agreement) , or (ii) the Final Expiration Date. After the expiration such later date as a majority of the redemption period referenced Continuing Directors then in clause (i) aboveoffice may determine while the Rights are redeemable, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsunder limited circumstances thereafter. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by manual or facsimile signature by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, ____ CENTOCOR, INC. ____________________ By____________________ Secretary Title: Countersigned: BANKBOSTON, N.A., as Rights Agent By____________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________, ____ ___________________________ 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. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions terms of the Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above- mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one- hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of --------------- ATTEST: NAPRO BIOTHERAPEUTICS, INC. By: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY By: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________ ------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_________________ --------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares (in one one-hundredths thousandth (.001) of a share increments) of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (A) may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right in cash or in shares of Common Stock at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After Date (as defined in the expiration Rights Agreement) and (B) may be exchanged at the election of the redemption period referenced company in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding whole or in part for shares of Common Stock Stock, as provided in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth (.001) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. ATTEST: FOTOBALL USA, INC. ---------------------------------- By: ------------------------------- Xxxxxxx Xxxxxx President and Chief Executive Officer Countersigned: ---------------------------------- By: ------------------------------- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ hereby sells, assigns and transfers unto ______________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ _______________________________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________, ____ __________________________________ Signature Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (as such term is defined in the Rights Agreement)a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions, covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close of Business (as such term is defined in the Rights Agreement) on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may Continuing Directors. No fractional Preferred Shares will be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred StockShare, which may, at as the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Dated as of ____________, 19__ ATTEST SAFEGUARD SCIENTIFICS, INC. ____________________ By_______________________________ Secretary Title: Countersigned CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By____________________ Authorized Signature B-4 56 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, 19 __ _______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: