Common use of Form of Rights Certificate Clause in Contracts

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS 11 AND 22, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing Rights beneficially owned by any Person referred to in SECTION 7(D)(I), (II) OR (III) shall (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d) of the Rights Agreement.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase shares and certificates of assignment to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT B attached set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interover-dealer quotation the-counter market reporting system of a registered national securities association on which the Rights may from time to time be listedlisted or included, traded or quoted or to conform to usagecommon usage in the financial community. Subject to SECTIONS the provisions of Section 11 AND 22and Section 23 of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares of a share of Preferred Common Stock as shall be set forth therein at the price per share set forth thereintherein (the "Purchase Price"), but the number of such one one-hundredths shares and the Purchase Price shall at all times after the distribution thereof shall be subject to adjustment as provided hereinin this Agreement. (b) Any Rights Certificate representing issued pursuant to Section 3(a) or Section 23 of this Agreement that represents Rights beneficially owned by an Acquiring Person or an Associate or Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(I)this sentence, (II) OR (III) shall (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may be or may become null void to the extent provided by, and void in the under certain circumstances as specified in in, Section 7(d7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificate. (a) The Rights Certificates (and -------------------------- the forms of assignment, election to purchase purchase, assignment and certificates certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit A-1 hereto (in the case of EXHIBIT B attached hereto a G-P Right) or Exhibit A-2 (in the case of a Timber Right) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted listed or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths Units of a share of Junior Preferred Stock as shall be set forth therein at the price set forth therein, but the number amount and type of such one one-hundredths securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned by by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person referred with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Independent Directors has determined to in SECTION 7(D)(I)be part of a plan, (IIarrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) OR (III) shall hereof shall, upon the written direction of a majority of the Independent Directors, contain (to the extent feasible) contain ), the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights such Agreement.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase shares and certificates of assignment to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not materially affect the rights, duties, liabilities, obligations or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Effective Date, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth thereintherein (the “PurchasePrice”), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by which are null and void pursuant to Section 7(e) of this Agreement, any Person Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(I)this sentence, (II) OR (IIIand any Rights Certificate transferred pursuant to a plan, arrangement or understanding that the Board of Directors has determined is part of or has, as a primary purpose or effect, the avoidance of Section 7(e) shall contain (to the extent feasible) contain the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Accordingly, this Right Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares (in one one-hundredths hundredth (.01) of a share increments) of Series A Preferred Stock as shall be set forth therein at the price set forth thereintherein (the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person or (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(I)this sentence, (II) OR (III) shall contain (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Record Date (or in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificates evidencing such shares) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth thereinPurchase Price (as defined herein), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6, Section 11 or Section 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(I)this sentence, (II) OR (III) shall contain (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of such Agreement. The Company shall give prompt written notice to the Rights AgreementAgent after becoming aware of the existence and identity of an Acquiring Person and its Affiliates and Associates and shall notify the Rights Agent in writing which Rights Certificates are to be so legended. The failure of the Company to give such notice, or the failure to insert the foregoing legend on any Rights Certificate or any defect therein, shall not in any manner whatsoever affect the application or interpretation of Section 7(e) hereof.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries statements, summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS 11 AND the provisions of Sections 7, 11, 13, 22, 23, 24, and 27 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths Units of a share of Series A Junior Participating Preferred Stock as shall be set forth therein at the price set forth therein, but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned by Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) that becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person referred with whom such Acquiring Person (or such Associate or Affiliate) has any continuing written or oral agreement, arrangement, or understanding regarding either the transferred Rights, shares of Common Stock, or the Company, or (B) a transfer that the Board of Directors has determined in good faith to in SECTION 7(D)(I)be part of a plan, (IIagreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) OR (III) shall hereof shall, upon the written direction of the Board of Directors, contain (to the extent feasible) contain ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Section 382 Rights Agreement, dated as of November 19, 2015 (the “Rights Agreement”), by and between Swift Energy Company and American Stock Transfer & Trust Company, LLC, as Rights Agent). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.”

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase shares and certificates of assignment to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Effective Date, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths one- thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth thereintherein (the "PURCHASE PRICE"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by which are null and void pursuant to Section 7(e) of this Agreement and any Person Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(I)this sentence, (II) OR (III) shall contain (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or certain related persons. This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become are null and void in the circumstances specified in void. The provisions of Section 7(d7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment to be printed on the reverse thereof) ), when and if issued, shall each be substantially in the form of EXHIBIT B attached hereto set forth in Exhibit A and may have such changes or marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listed, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common Stock indicated in the books of the registrar and transfer agent), and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares of a share of Preferred Common Stock as shall be set forth therein at the price per whole share of Common Stock set forth thereintherein (the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by any Person known to be (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and who receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer that the Board has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect avoidance of Section 7(e) hereof, (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall (to contain upon the extent feasible) contain direction of the Board a legend substantially in the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of March 26, 2024 by and between TruBridge, Inc. and Computershare Trust Company, N.A., (or any successor Rights Agent) as rights agent (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement. The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the provisions of Section 7(e) hereof. The Company shall instruct the Rights Agent in writing of the Rights that should be so legended. The Company shall give written notice to the Rights Agent as soon as practicable after the Company becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof.

Form of Rights Certificate. (a) The Rights Certificates (and including the forms of assignment, election to purchase and certificates to be printed on the reverse thereofof assignment and applicable certificate) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall contain upon the direction of the Board a legend (to the extent feasible, and only if the Company has provided specific written instructions to the Rights Agent) contain substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan dated as of June 7, 2024 by and between Edgio, Inc. and Equiniti Trust Company, LLC (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and including the forms of assignment, election to purchase and certificates to be printed on the reverse thereofof assignment and applicable certificate) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall contain upon the direction of the Board a legend (to the extent feasible, and only if the Company has provided specific written instructions to the Rights Agent) contain substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan dated as of August 3, 2021 by and between Oasis Petroleum Inc. and Computershare Trust Company, N.A. (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS 11 AND 22, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths of a share of Preferred Stock and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing Rights beneficially owned by any Person referred to in SECTION 7(D)(I7(d)(i), (IIii) OR (IIIiii) shall (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d) of the Rights Agreement.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one oneten-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement, or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall (to contain upon the extent feasible) contain direction of the Board a legend substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of September 26, 2015 by and between VAALCO Energy, Inc. and Computershare Trust Company, N.A. (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS Sections 11 AND and 22, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths of a share of Preferred Stock and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing Rights beneficially owned by any Person referred to in SECTION 7(D)(ISection 7(d)(i), (IIii) OR or (IIIiii) shall (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d) of the Rights Agreement. The provisions of Section 7(d) hereof shall be operative regardless of whether the foregoing legend is contained on any Rights Certificate.

Form of Rights Certificate. (a) The Rights Certificates (and including the forms of assignment, election to purchase and certificates to be printed on the reverse thereofof assignment and applicable certificate) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall contain upon the direction of the Board a legend (to the extent feasible, and only if the Company has provided specific written instructions to the Rights Agent) contain substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of May 28, 2024, by and between IZEA Worldwide, Inc. and Broadridge Corporate Issuer Solutions, LLC (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listed, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such exercise price per one one-thousandths of a share, the “Purchase Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) that becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom such Acquiring Person (or any such Associate or Affiliate) has any continuing written or oral plan, agreement, arrangement, or understanding regarding the transferred Rights, shares of Common Stock, or the Company or (B) a transfer that the Board has determined to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), shall contain upon the written direction of the Board (II) OR (III) shall (to the extent the Rights Agent has knowledge thereof and to the extent feasible) contain a legend substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of November 7, 2019, by and between PolarityTE, Inc. and Equity Stock Transfer, LLC, (or any successor rights agent) (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Associate or Affiliate thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has become an Acquiring Person or an Affiliate or an Associate of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates -------------------------- (and the forms of assignment, election to purchase and certificates to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS Sections 11 AND and 22, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing Rights beneficially owned by any Person referred to in SECTION 7(D)(ISection 7(d)(i), (IIii) OR or (IIIiii) shall (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d) of the Rights Agreement.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement, or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall (to contain upon the extent feasible) contain direction of the Board a legend substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of August 1, 2018 by and between Contango Oil & Gas Company and Continental Stock Transfer & Trust Company (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares (in one one-hundredths hundredth (.01) of a share increments) of Series A Preferred Stock as shall be set forth therein at the price set forth thereintherein (the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person or (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, and any Rights Certificate issued pursuant to Section 0 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(I)this sentence, (II) OR (III) shall contain (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificate. (a) The Rights Certificates (and including the forms of assignment, election to purchase and certificates to be printed on the reverse thereofof assignment and applicable certificate) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall contain upon the direction of the Board a legend (to the extent feasible, and only if the Company has provided specific written instructions to the Rights Agent) contain substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan dated as of July 28, 2020 by and between MoneyGram International, Inc. and Equiniti Trust Company (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement, or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall (to contain upon the extent feasible) contain direction of the Board a legend substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of January 27, 2017 by and between Gastar Exploration Inc. and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase purchase, assignment and certificates certificate to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT B attached set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted listed or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths and the Purchase Price thereof shall be subject to adjustment as provided herein.of (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned by by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person referred with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (B) a transfer which the Board of Directors by Board Approval has determined to in SECTION 7(D)(I)be part of a plan, (IIarrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) OR (III) shall hereof shall, upon the written direction of the Board of Directors, contain (to the extent feasible) contain ), the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of such Rights Agreement. The Company shall notify the Rights AgreementAgent and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following, at such time as the Company has notice that any Person constitutes an Acquiring Person or an Affiliate or Associate of an Acquiring Person, and until such notice is received by the Rights Agent, the Rights Agent may conclusively presume for all purposes that the foregoing legend need be imprinted only on Rights Certificates beneficially owned by Persons that the Company has previously identified to the Rights Agent as constituting an Acquiring Person or an Affiliate or Associate of an Acquiring Person and transferees of any such Persons. The provisions of Section 7(e) shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS Sections 11 AND and 22, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing Rights beneficially owned by any Person referred to in SECTION 7(D)(I7(d)(i), (IIii) OR (IIIiii) shall (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d) of the Rights Agreement.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandth of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement, or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall (to contain upon the extent feasible) contain direction of the Board a legend substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Stockholder Rights Agreement dated as of November 26, 2017 by and between XxxxXxxxx Energy, Inc. and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person or (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(I)this sentence, (II) OR (III) shall contain (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d) of the Rights Agreement.Rights

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase purchase, assignment and certificates certificate to be printed on the reverse thereof) shall each be substantially in the form of EXHIBIT B attached set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted listed or to conform to usage. Subject to SECTIONS the provisions of Section 11 AND 22and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths and the Purchase Price thereof shall be subject to adjustment as provided herein.of (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned by by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person referred with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (B) a transfer which the Board of Directors by Board Approval has determined to in SECTION 7(D)(I)be part of a plan, (IIarrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) OR (III) shall hereof shall, upon the written direction of the Board of Directors, contain (to the extent feasible) contain ), the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of such Agreement. The Company shall notify the Rights AgreementAgent and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following, at such time as the Company has notice that any Person constitutes an Acquiring Person or an Affiliate or Associate of an Acquiring Person, and until such notice is received by the Rights Agent, the Rights Agent may conclusively presume for all purposes that the foregoing legend need be imprinted only on Rights Certificates beneficially owned by Persons that the Company has previously identified to the Rights Agent as constituting an Acquiring Person or an Affiliate or Associate of an Acquiring Person and transferees of any such Persons. The provisions of Section 7(e) shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached set forth in Exhibit C hereto and may have such changes or marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listedlisted or the Financial Industry Regulatory Authority, traded or quoted or to conform to customary usage. Subject to SECTIONS 11 AND 22the provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandth of a share of Preferred Stock as shall be set forth therein at the price set forth thereintherein (such price, the “Exercise Price”), but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement, or understanding regarding the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in SECTION 7(D)(Ithis sentence), (II) OR (III) shall (to contain upon the extent feasible) contain direction of the Board a legend substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement dated as of November 6, 2018 by and between MiMedx Group, Inc. and Issuer Direct Corporation (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d7(e) of the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates of assignment and the certificate to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, law or any rule or regulation thereunder or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on upon which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS 11 AND 22the other provisions of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths Units of a share of Series A Preferred Stock as shall be set forth therein at the price set forth therein, but the number amount and type of such one one-hundredths securities, cash, or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant hereto that represents Rights beneficially owned by Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) that becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person referred with whom such Acquiring Person (or such Associate or Affiliate) has any continuing written or oral agreement, arrangement, or understanding regarding either the transferred Rights, shares of Common Stock, or the Corporation, or (B) a transfer that the Board of Directors has determined in good faith to in SECTION 7(D)(I)be part of a plan, (IIarrangement, or understanding that has as a primary purpose or effect the avoidance of Section 7(e) OR (III) shall hereof shall, upon the written direction of the Board of Directors, contain (to the extent feasible) contain ), the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights AgreementAgreement referred to below). This Rights Certificate Accordingly, this rights certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(dsection 7(e) of the Rights AgreementAgreement between FreeMarkets, Inc. and American Stock Transfer & Trust Company dated as of March 7, 2003.

Form of Rights Certificate. (a) The Rights Certificates (and the forms of assignment, election to purchase and certificates to be printed on the reverse thereof) shall be substantially in the form of EXHIBIT B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange or inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed, traded or quoted or to conform to usage. Subject to SECTIONS 11 AND 22, the Rights Certificates, whenever distributed, shall be dated as of the Distribution Date, shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the number of such one one-hundredths and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate representing issued pursuant to SECTION 3 or SECTION 22 hereof that represent Rights beneficially owned by any Person referred which are null and void pursuant to in SECTION 7(D)(I), (II) OR (III) and any Rights Certificate issued pursuant to SECTION 6 or SECTION 11 upon transfer, exchange, replacement or adjustment or any other Rights Certificate referred to in this sentence shall (to the extent feasible) contain the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(d) of the Rights Agreement.