Common use of FOR VALUE RECEIVED Clause in Contracts

FOR VALUE RECEIVED. the Borrower promises to pay to the order of ________________ (the "Lender"), its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum of ___________ MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Loans made by the Lender to the Borrower on or before the Long Term Revolving Credit Termination Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Loans made by the Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the in the Loan Account maintained by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.

FOR VALUE RECEIVED. the Borrower promises to pay to the order of ________________ (the "Lender"), its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Short Terx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum of ______________ MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Short Term Revolving Credit Loans made by the Lender to the Borrower on or before the Long Short Term Revolving Credit Termination Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Short Term Revolving Credit Loans made by the Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the Lender in the Loan Account maintained by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Short Term Revolving Credit Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined specified in accordance with the Agreement during the term hereof to and including the Long Short Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Short Term Revolving Credit Note is one of the Bid Rate Short Term Revolving Credit Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof hereof, for the termination of the Short Term Revolving Credit Commitment and the reduction and cancellation thereof, and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE SHORT TERM REVOLVING CREDIT NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.

FOR VALUE RECEIVED. the Borrower promises to pay to the order of ________________ (the "Swingline Lender"), its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum of ___________ MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Swingline Loans made by the Swingline Lender to the Borrower on or before the Long Term Revolving Credit Termination Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Swingline Loans made by the Swingline Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the Swingline Lender in the Loan Account maintained by the Swingline Lender in accordance with the Agreement Lender and, if the Swingline Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Swingline Loan then outstanding may be endorsed by the Swingline Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Swingline Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Swingline Note is one of the Bid Rate Swingline Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE SWINGLINE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.

FOR VALUE RECEIVED. the Borrower promises to pay to the order of ________________ (the "Lender"), its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum of ______________ MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Long Term Revolving Credit Loans made by the Lender to the Borrower on or before the Long Term Revolving Credit Termination Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Long Term Revolving Credit Loans made by the Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the Lender in the Loan Account maintained by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Long Term Revolving Credit Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined specified in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Long Term Revolving Credit Note is one of the Bid Rate Long Term Revolving Credit Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof hereof, for the termination of the Long Term Revolving Credit Commitment and the reduction and cancellation thereof, and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE LONG TERM REVOLVING CREDIT NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.

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 Borrower promises 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 pay 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: CELADON 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 Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------------- Signature ------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the order name as written upon the face of ________________ this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On June 28, 2000, the Board of Directors of Celadon Group, Inc. (the "LenderCompany") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.033 par value, of the Company (the "Common Shares"), its successors payable to the stockholders of record on July 20, 2000 (the "Record Date"). The Board of Directors also authorized and permitted assigneesdirected the issuance of one Right with respect to each Common Share issued thereafter until the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights). Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, $1.00 par value (the "Preferred Shares"), at a price of $55.00, subject to adjustment (the office "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Fleet National Bank, as Rights Agent at One PNC Plaza(the "Rights Agent"), 249 Fifth Avenuedated as of July 20, Pittsburgh2000. Initially, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (xi) the principal sum tenth day after public disclosure that a person or entity (a "Person") or group of ___________ MILLION AND NO/100 DOLLARS affiliated or associated Persons ($___________a "Group") has acquired beneficial ownership of 15% or more of the outstanding Common Shares; or (ii) 10 business days (or such later date as the aggregate unpaid principal amount Board of all outstanding Bid Rate Loans made by Directors may determine) following the Lender commencement of, or announcement of an intention to make, a tender offer or exchange offer the Borrower on consummation of which would result in a Person or before Group becoming an Acquiring Person (as hereinafter defined) (the Long Term Revolving Credit Termination earliest of such dates being called the "Distribution Date"). A Person or Group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a Person or Group becomes an Acquiring Person is the Agreement "Stock Acquisition Date." The Preferred Shares purchasable upon exercise of the Rights will be entitled, when, as and if declared, to receive a minimum preferential quarterly dividend payment of the greater of (1) $1.00 per share and (b) an amount equal to 100 times the dividend declared per Common Share. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares will be entitled to receive a minimum liquidation payment of the greater of (a) $100 per share and (b) an amount equal to 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with interest on the unpaid principal balance thereof from time Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to time outstandingreceive 100 times the amount and type of consideration received per Common Share. All Bid Rate Loans made by The rights of the Lender, the respective types Preferred Shares as to dividends and maturities thereofliquidation, and all repayments of the principal thereof shall be recorded by the in the Loan Account maintained event of mergers and consolidation, are protected by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.customary anti-dilution

FOR VALUE RECEIVED. the Borrower hereby promises to pay to the order of ________________ (the "Lender")Holder or his, her or its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) assigns the principal sum of ___________ ONE MILLION AND NO/100 THREE HUNDRED THOUSAND DOLLARS ($___________1,300,000.00) on or before March 18, 2018 (the “Maturity Date") and to pay interest on the principal sum outstanding from time to time in arrears at the rate of 12.0% per annum, accruing from the Original Issue Date (as defined in Section 7 hereof) until the date (each, an “Interest Payment Date”) which is the earlier of (i) the next Conversion Date (as defined below), (ii) the aggregate unpaid date which is the last day of the month that includes the Original Issue Date and the last day of every month thereafter, or (iii) the Maturity Date, as the case may be. Interest shall accrue monthly (pro-rated on a daily basis for any period longer or shorter than a month) from the later of the Original Issue Date or the previous Interest Payment Date and shall be payable in cash. If not paid in full on an Interest Payment Date, interest shall be fully cumulative and shall accrue on a daily basis, based on a 360-day year, and compound monthly on the last day of each month beginning on the last day of the month that includes the Original Issue Date, until paid. Interest payable in cash hereunder shall be paid on or before each Interest Payment Date in US Dollars to the Holder (such reference and all subsequent references to the “Holder” shall include his, her or its permitted and recognized successors and assigns) at the address last appearing on the Note register of the Borrower or as designated in writing by the Holder from time to time. Notwithstanding the foregoing, at the Company’s option, interest payable hereunder may as it accrues be added to the principal amount of all outstanding Bid Rate Loans made by this Note until December 31, 2014. After December 31, 2014, the Lender Holder, at its option and upon written notice to the Borrower on Company, shall have the right to a) receive any interest payments currently due and payable in cash, or before b) receive all or a portion of such currently due interest in the Long Term Revolving Credit Termination Date form of Series A Convertible Preferred Stock of XGS (“Series A Stock”) at a price per share equal to the then effective Series A Original Issue Price (as defined in XGS’s Certificate of Designations of Series A Convertible Stock), or c) receive all or a portion of such currently due interest in the form of any other series of Preferred Stock which may be outstanding at the time such interest is due pursuant to the Agreement together with provision of Section 4 hereof, or d) elect to accrue such interest on payment and add it to the unpaid balance of the Note. In the event that the entire principal balance thereof from time amount of this Note is converted to time outstandingXGS’ Preferred Stock pursuant to Section 4 below, all accrued interest and other amounts due and owing under this Note shall be due immediately and shall be added to the principal amount hereof to determine the total amount of indebtedness hereunder being converted to Preferred Stock. All Bid Rate Loans made by In the Lender, the respective types and maturities thereof, and event that less than all repayments of the principal thereof shall be recorded by the in the Loan Account maintained by the Lender in accordance with the Agreement Lender andamount of this Note is converted to Preferred Stock, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure pro rata portion of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest accrued interest (based on the unpaid principal balance hereof percentage of this Note converted) shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, immediately and shall be calculated and adjusted in accordance with added to the terms portion of the Agreementprincipal amount of this Note being converted to the Preferred Stock. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made subject to the Agreement for following additional provisions for (including the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement defined terms in Section 6 below that are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.spelled in title case letters — i.e. initial capital letters):

FOR VALUE RECEIVED. the Borrower Borrower, hereby promises to pay to the order of Holder the principal sum $________________ (the "Lender"Principal Amount" as adjusted from time to time in accordance with the terms hereof), its successors on December 1, 2006 (the "Term Date") and permitted assignees, at the office interest accrued and capitalized as of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on date hereof in the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum amount of ___________ MILLION AND NO/100 DOLLARS ($________________, together with interest accrued thereon through the date of payment; provided, however, (i) upon the sale, by the undersigned, of less than all the shares of Common Stock, par value $0.001 per share, of Holder (the "Common Stock") purchased by the undersigned on May 5, 1999, the undersigned shall be required to make a principal payment, together with interest accrued thereon, equal to (x) multiplied by (y) where (x) is the Principal Amount and (y) is (A) the number of shares of Common Stock sold by the undersigned divided by (B) the total number of shares of Common Stock which were purchased by the undersigned on May 5, 1999 as appropriately adjusted for stock splits, stock dividends or other stock distributions, (ii) upon the aggregate unpaid principal amount sale, by the undersigned, of all outstanding Bid Rate Loans made the shares of Common Stock which were purchased by the Lender to undersigned on May 5, 1999 as appropriately adjusted for stock splits, stock dividends or other stock distributions, (iii) within the earlier of (a) 3 years after termination of the Borrower's employment with the Holder or its affiliates for any reason or (b) the Term Date, or (iv) upon a good faith determination by the Board of Directors of the Holder that the Borrower on has violated one or before more of the Long Term Revolving Credit Termination Date pursuant terms or conditions of the Restrictive Covenant Agreement between ICG and the Borrower, a copy of which is attached hereto as Exhibit A, the Principal Amount (or, with respect to circumstances described in subparagraph (i), that portion of the Agreement Principal Amount determined to be payable) together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Loans made by the Lenderaccrued thereon, the respective types shall become due and maturities thereofpayable, and all repayments of the principal thereof undersigned shall pay such Principal Amount, together with interest accrued thereon, to the Holder. Partial payments shall be recorded by allocated proportionately between the in the Loan Account maintained by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to original Principal Amount and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made accrued interest previously added to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWPrincipal Amount.

FOR VALUE RECEIVED. the Borrower Borrower, hereby promises to pay to the order of Holder the principal sum $________________ (the "Lender"Principal Amount" as adjusted from time to time in accordance with the terms hereof), its successors on December 1, 2006 (the "Term Date") and permitted assignees, at the office interest accrued and capitalized as of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on date hereof in the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum amount of ___________ MILLION AND NO/100 DOLLARS ($________________, together with interest accrued thereon through the date of payment; provided, however, (i) upon the sale, by the undersigned, of less than all the shares of Common Stock, par value $0.001 per share, of Holder (the "Common Stock") purchased by the undersigned on ________________, the undersigned shall be required to have paid, on a cumulative basis, 25% of the Original Principal Amount and to make a principal payment, together with interest accrued thereon, equal to (x) multiplied by (y) where (x) is 75% of the Original Principal Amount and (y) is (A) the number of shares of Common Stock sold by the undersigned divided by (B) the total number of shares of Common Stock which were purchased by the undersigned on ________________, as appropriately adjusted for stock splits, stock dividends or other stock distributions, (ii) upon the aggregate unpaid principal amount sale, by the undersigned, of all outstanding Bid Rate Loans made the shares of Common Stock which were purchased by the Lender to undersigned on ________________, as appropriately adjusted for stock splits, stock dividends or other stock distributions (iii) within the earlier of (a) 3 years after termination of the Borrower's employment with the Holder or its affiliates for any reason or (b) the Term Date, or (iv) upon a good faith determination by the Board of Directors of the Holder that the Borrower on has violated one or before more of the Long Term Revolving Credit Termination Date pursuant terms or conditions of the Restrictive Covenant Agreement between ICG and the Borrower, a copy of which is attached hereto as Exhibit A, the Principal Amount (or, with respect to circumstances described in subparagraph (i), that portion of the Agreement Principal Amount determined to be payable) together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Loans made by the Lenderaccrued thereon, the respective types shall become due and maturities thereofpayable, and all repayments the undersigned shall pay such Principal Amount, together with interest accrued thereon, to the Holder. Payments made shall be applied first to the Original Principal Amount until 25% of the principal thereof Original Principal Amount has been paid. Thereafter, payments shall be recorded by applied proportionately between the in the Loan Account maintained by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to remaining Original Principal Amount and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due interest accrued and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made added to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWPrincipal Amount.

FOR VALUE RECEIVED. the Borrower promises to pay to the order of ________________ (the "Lender"), its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Short Terx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum of ___________ MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Loans made by the Lender to the Borrower on or before the Long Short Term Revolving Credit Termination Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Loans made by the Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the Lender in the Loan Account maintained by the Lender in accordance with under the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Short Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.

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 Borrower promises within Right Certificate on the books of CHEMBIO DIAGNOSTICS, INC., with full power of substitution. Dated: , [200_] Signature Signature Guaranteed: The signature must be medallion guaranteed by a financial institution (commercial bank, stockbroker, savings and loan, credit union or trust company) that is a participant in the Securities Transfer Agents Medallion Program, pursuant to pay Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate have not acquired and are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement.) Signature By Authorized Signature To: CHEMBIO DIAGNOSTICS, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the order Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this 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 Dated: _______, [20__] Signature Signature Guaranteed: The signature must be medallion guaranteed by a financial institution (commercial bank, stockbroker, savings and loan, credit union or trust company) that is a participant in the Securities Transfer Agents Medallion Program, pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature ___________________________ (The signature in the "Lender")foregoing Forms of Assignment and Election must conform to the name written upon the face of this Right Certificate in every particular, its successors without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, CHEMBIO DIAGNOSTICS, INC., and permitted assignees, at the office Rights Agent will deem the beneficial owner of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (x) the principal sum of ___________ MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Loans made by the Lender to the Borrower on or before the Long Term Revolving Credit Termination Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Loans made by the Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the as defined in the Loan Account maintained by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer Rights Agreement) and such Assignment or enforcement hereof, appropriate notations Election to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may Purchase will not be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWhonored.

FOR VALUE RECEIVED. the Borrower promises to pay to the order of ________________ (the "Lender"), its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Loan Xxxxxxxx Xxxx xxx xxxxxx xxxxxxxxx xxx xx (x) the principal sum of _______________________________ MILLION AND NO/100 DOLLARS Dollars ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Loans made by the Lender to the Borrower on or before the Long Term Revolving Credit Termination Loan Maturity Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Loans Such Term Loan made by the Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the Lender in the Loan Account maintained by the Lender in accordance with under the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Term Loan then outstanding may be endorsed by the Lender on one or more of schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturityLoan Maturity Date, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Term Note is one of the Bid Rate Term Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE TERM NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.. WITNESS the due execution of this Term Note with the intent to be legally bound hereby. ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation By: --------------------------------------- Name: Title: