FOR VALUE RECEIVED Sample Clauses

FOR VALUE RECEIVED subject to the terms of the Agreement, Assignor hereby absolutely and irrevocably assigns, conveys, and transfers to Assignee all of Assignor’s right, title, and interest, if any, in and to any and all Leases (as defined in the Agreement) including but not limited to those Leases described on Exhibit “A” attached hereto.

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 Medallion Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

FOR VALUE RECEIVED. ====================================================== hereby sell, 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:

FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------ 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 an eligible guarantor institution (a bank, stockbroker, savings and loan institution or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------------- (Signature) B-4 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: THE ALPINE GROUP, INC. The undersigned hereby irrevocably elects to exercise -------------------- Rights represented by this Right Certificate to purchase the one one-hundredth of a share of Preferred Stock (or such other number or kind of securities of the Company or of any other person which may be issuable upon the exercise of such Rights) and requests that certificates for such shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) If the number of Rights being exercised hereunder are not all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: Signature: --------------- Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan institution or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affili...

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 must conform in all respects to the name of holder as written upon the face of this Right Certificate, without alteration or enlargement or any change whatsoever.)

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 Corporation, with full power of substitution. Dated: , 2003 ---------------------------------------------- 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, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ---------------------------------------------- Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)

FOR VALUE RECEIVED the Company promises to pay to the order of the Holder the principal amount of $500,000, such payment to be made only in Common Stock at a per share price equal to the Fixed Conversion Price, on September 22, 2024 (the “Maturity Date”) or on such earlier date as this Note is required or permitted to be repaid as provided hereunder, in each case together with other amounts owing under any Transaction Document in accordance with the provisions hereof, without the need for any advance notice of any kind. The Holder may set off and deduct pursuant to and in accordance with the Transaction Documents amounts due to the Holder. This Note is subject to the following additional provisions:

FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Please print name and address of transferee) Rights evidenced by 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 an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. -------------------------------------------------------------------------------- The undersigned hereby certifies that:

FOR VALUE RECEIVED hereby sells, assigns and transfers unto