Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Personof the Company, in its sole discretion) after the date that a tender offer or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become be the Beneficial Owner of (x) 15% or more of the shares of Common Stock then outstanding or (y) Voting Securities representing 15% or more of the Total Voting Power, or (iii) the Close of Business on the tenth (10th) Business Day after a majority of the members of the Board of Directors who are not officers of the Company determine, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Acquiring Adverse Person (the earlier earliest of (i) and ), (ii) or (iii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneFamily Steak Houses of Florida, Inc. (the “"Company”") and Continental Stock Transfer & Trust CompanyChaseMellon Shareholder Services, as rights agent Inc. (the “"Rights Agent”), ") dated as of November 25March 18, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and (to the Rights Agent extent provided with all necessary information) will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.evidenced (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. eLoyalty Corporation (the “"Company”") and Continental Stock Transfer & Trust CompanyChaseMellon Shareholder Services, as rights agent L.L.C. (the “"Rights Agent”), ") dated as of November 25, 2015[ ], as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board (with the concurrence of Directors shall determine prior to such time as any Person becomes an Acquiring Person) a majority of the Continuing Directors), after the date that a tender offer or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would become be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Acquiring Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced ----------------- (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the “"Rights Certificates”"), evidencing ------------------- one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(a)(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send to each record holder of the Common Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (C, by either first-class, postage prepaid mail --------- or together with any other information then being delivered by the “Summary Company or its representatives to such holders, at the address of Rights”), to any such holder shown on the records of Rights who may so request from time to time prior to the Expiration DateCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Distribution Date but and prior to the earliest of the Distribution Expiration Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Cytyc Corporation (the “"Company”") and Continental Stock Transfer & Trust CompanyBankBoston, as rights agent N.A. (the “"Rights Agent”), ") dated as of November 25August 27, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or obtainable. With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, notify the Rights Agent of the occurrence thereof and will countersign cause the transfer agent of the Common Stock to provide the Rights Agent with a shareholder list. As soon as practicable following receipt of notice of the Distribution Date from the Company and the shareholders list from the transfer agent, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesRights Certificates, in substantially the form of Exhibit B hereto (individually a "Rights Certificate" and collectively the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) 11 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of on or after the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights attached thereto and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereofDate, the transfer of any certificates representing shares of Common Stock with or without a copy of the Summary of Rights attached thereto in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption Expiration Date. Certificates issued after the Record Date, but prior to the earlier of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock Distribution Date or the Expiration Date, shall also be deemed to be certificates Certificates for Rights, Rights and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) OMI Corporation and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), ChaseMellon Shareholder Services L.L.C. dated as of November 2519, 2015, 1998 (as the same it may be amended amended, modified or supplemented from time to time (time, the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. OMI Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will expire on the Close of Business on November 19, 2008 unless redeemed prior thereto. OMI Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates Certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close earlier of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as after the Board Stock Acquisition Date, and the Close of Directors shall determine prior to such time as any Person becomes an Acquiring Person) Business on the tenth Business Day after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 20% or more of the shares of Company Common Stock then outstanding, or (ii) such later date as may be determined by action of a majority of the earlier Board of Directors (such determination to be made prior to either of the dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above being herein referred to as the “"Distribution ------------ Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph ---- (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto A (the “"Rights Certificates”"), evidencing one Right for each ------------------- share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form which may be appended to certificates that evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of ---------- Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares ------ of Company Common Stock outstanding as of the Close of Business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders records of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Rights shall shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (whether originally issued or from the Company’s including any shares of Company Common Stock held in treasury) after the Record Date (but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing Date), and certificates evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear a legend substantially in the following formlegend: “"This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthenePrimus Telecommunications Group, Incorporated (the "Company") and StockTrans, ------- Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “"Rights Agent”), ") dated as of November 25December 23, 20151998, and as the same may be ------------ amended from time to time thereafter (the “"Rights Agreement”), the terms of which are ---------------- hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” " With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of the (i) Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before is prior to the Record Date, the Close of Business on the Record Date), ) or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) day after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15 percent or more of the shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (xw) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificatesRights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (including a transfer z) in the event the Company issues any Common Stock after the Record Date but prior to the Companyearliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Company shall issue one Right for each such newly issued share of Common stock (subject to adjustment as provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments (in accordance with pursuant to Section 14(a) hereof) so that Rights Certificates are distributed representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly As soon as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as of Exhibit C (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares of Common Stock outstanding as of the close of business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders records of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Rights shall be issued in respect of all shares of All Common Stock certificates which are issued (whether originally issued issued, either upon an original issuance by the Company or from the Company’s treasury) upon a transfer by a holder, after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the redemption of the Rights pursuant Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as rights set forth in the Section 382 a Rights Agreement between PharmAthene, Inc. Merix Corporation (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), ChaseMellon Shareholder Services L.L.C. dated as of November March 25, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, beneficially owned by Acquiring Persons or held by, any Person who is, was their Affiliates or becomes an Acquiring Person or any Affiliate or Associate thereof Associates (as such terms are defined in the Rights Agreement), whether currently held and Rights previously owned by or on behalf of such Person or by any subsequent holderPersons, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (or, in the case of uncertificated Common Stock by the book-entry account that evidences record ownership of such Common Stock) (which certificates or book-entries for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates (or book entries) and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a shareholder list together with all other relevant information. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof13(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Datepracticable, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued which become outstanding subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the names of the holders thereof. With respect to uncertificated Common Stock and the registered holders outstanding as of the Common Stock shall also be Record Date or which becomes outstanding subsequent to the registered holders of the associated Rights. Until the earliest of Record Date, until the Distribution Date, the Expiration Rights will be evidenced by the book-entry account that evidences record ownership of such Common Stock in the name of the holders thereof. Until the earlier of the Distribution Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereofExpiration Date, the surrender for transfer of any certificates certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, a transfer recorded in the book-entry accounts that evidence record ownership) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAtheneXxxxxxx Electronics, Inc. (the “Company”) and Continental Stock Registrar and Transfer & Trust Company, as rights agent Company (the “Rights Agent”), ) dated as of November 25February 27, 20152014, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who or which is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to any book-entry shares of Common Stock, such certificates containing legend shall be included in a notice to the foregoing legend, until record holder of such shares in accordance with applicable law. Until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates or by book-entries that evidence record ownership shall be evidenced by such certificates and book-entries alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificates and book-entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights by first-class, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring PersonBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) is first published of a tender or sent or given within exchange offer (other than a Permitted Offer) the meaning consummation of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, which would result in such Person would become becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly . As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or earlier redemption, expiration or termination of the Distribution DateRights), the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock Expiration Date, shall also be deemed also to be certificates for Rights, and shall bear a legend substantially in have impressed, printed, stamped, written or otherwise affixed onto them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 a Rights Agreement between PharmAtheneVINA Technologies, Inc. (the “"Company”") and Continental American Stock Transfer & Trust Company, as rights agent Company (the “"Rights Agent”), ") dated as of November July 25, 2015, as the same may be amended from time to time 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an "Beneficially Owned" by "Acquiring Person or any Affiliate or Associate thereof Persons" (as such terms are defined in the Rights Agreement)) or certain related parties, whether currently held by or on behalf as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void.” . With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the (i) Distribution Date or (ii) the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Company will prepare and executeDistribution Date from the Company, the Rights Agent will countersign and will, at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earliest earlier of the Distribution Date or the Expiration Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement between Xxxxxxx Lifesciences Corporation (the "Company") and Equiserve Trust Company, N.A. (the "Rights Agent") dated as of March 31, 2000 (the "Rights Agreement"), the terms of one one-hundredths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail Certificate or Certificates shall make such request in writing delivered to the holder of this certificate a copy Rights Agent, and shall surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request thereforAgent designated for such purpose. Under certain circumstances set forth in Neither the Rights Agreement, Rights issued to, or held by, Agent nor the Company shall be obligated to take any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With action whatsoever with respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such certificates Rights Certificate and shall also constitute have provided such additional evidence of the transfer identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment by the holders of Rights of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights associated with Certificates if mutilated, the Common Stock represented by such certificatesCompany will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneEnzon Pharmaceuticals, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25May 1, 20152014, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before is prior to the Record Date, the Close of Business on the Record Date), ) or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) day after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15 percent or more of the shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (xw) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificatesRights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (including a transfer z) in the event the Company issues any Common Stock after the Record Date but prior to the Companyearliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Company shall issue one Right for each such newly issued share of Common Stock (subject to adjustment as provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments (in accordance with pursuant to Section 14(a) hereof) so that Rights Certificates are distributed representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly As soon as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, [in substantially the form attached hereto as of Exhibit C C] (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares of Common Stock outstanding as of the close of business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders records of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Rights shall be issued in respect of all shares of All Common Stock certificates which are issued (whether originally issued issued, either upon an original issuance by the Company or from the Company’s treasury) upon a transfer by a holder, after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the redemption of the Rights pursuant Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as rights set forth in the Section 382 a Rights Agreement between PharmAtheneStanCorp Financial Group, Inc. (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), [Xxxxx Xxxxxx Shareholder Services] dated as of November 25__________, 2015, as the same may be amended from time to time 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, beneficially owned by Acquiring Persons or held by, any Person who is, was their Affiliates or becomes an Acquiring Person or any Affiliate or Associate thereof Associates (as such terms are defined in the Rights Agreement), whether currently held and Rights previously owned by or on behalf of such Person or by any subsequent holderPersons, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 7(a) hereof) or the redemption of the Rights pursuant to Section 23 hereof), the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAtheneHussmann International, Inc. (the “"Company”") and Continental Stock Transfer & First Chicago Trust Company, as rights agent Company of New York (the “"Rights Agent”), ") dated as of November 25December 31, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates, and the Rights will be transferable only by transfer separate from the transfer of the shares of Common Stock previously underlying such Rights. The Company shall promptly give notice in accordance with Section 25 hereof to the Rights Agent upon the occurrence of the Distribution Date and, in any event, if such notice is given orally, the Company shall confirm the same in writing on or before the next Business Day at the address provided in Section 25 hereof. Until such notice is given to the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Datedate, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 7(a) hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Cxxxx & Company Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent Computershare Inc. (the “Rights Agent”), dated as of November 25March 10, 2015, as the same may be amended from time to time 2020 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Common Stock, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. St. Joseph Light & Power Company (the “"Company”") and Continental Stock Transfer & Harris Trust Company, as rights agent anx Xxxxngs Bank (the “"Rights Agent”), ") dated as of November 25Sxxxxxxer 18, 2015, as the same may be amended from time to time 1996 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent 6 of any Person (other than any Exempted Person, the Company, any Subsidiary subsidiary of the Company, or any employee benefit plan of the Company or any of any Subsidiary of the Company, its subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant to the terms administrator of any such planplan in its capacity as such) is first published to commence (which intention to commence remains in effect for five business days after such announcement), a tender or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, exchange offer which would result in such Person would become becoming an Acquiring Person or, if such event occurs before the Record Date, the Record Date (or such later date determined by the Board of Directors of the Company which date shall not be later than the date specified in (i)) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, then no Distribution Date shall occur as a result of that tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.7 (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or earlier redemption, expiration or termination of the Distribution DateRights), the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate. Upon the request of Common Stock. (c) Rights shall be issued in respect the holder of all any shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) or, after the Record Date but prior to the earliest of the Distribution Date, the Expiration holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (c) Certificates for the Common Stock issued (or which become outstanding) after the Effective Date (or as soon thereafter as is reasonably practicable), but prior to the earlier of the Distribution Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing Expiration Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a legend substantially in have impressed, printed, 8 stamped, written or otherwise affixed onto them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 a Rights Agreement between PharmAtheneGPU, Inc. and ChaseMellon Shareholder Services, L.L.C. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “"Rights Agent”), ") dated as of November 25August , 2015, as the same may be amended from time to time 1998 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. GPU, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent GPU, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within fifteen days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or any Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. If the Company purchases or otherwise acquires shares of Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Right associated with the shares of Common Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent of any Person (other than any Exempted Person, the Company, any Subsidiary subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries or any trustee or administrator of any Subsidiary such plan in its capacity as such) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (or, in the case of clause (i), such later date determined by the Board of Directors of the Company, or any Person or entity organized, appointed or established by which date shall not be later than the Company for or pursuant to the terms of any such planStock Acquisition Date) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates specified in (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock and Senior Preferred Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, then no Distribution Date shall occur as a result of that tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and the Senior Preferred Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In held and the event that an adjustment in the number As Converted Number of Rights per for each share of Common Senior Preferred Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsheld. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock and the Senior Preferred Stock outstanding as of the Record Datedate of this Agreement, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock and the Senior Preferred Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or earlier redemption, expiration or termination of the Distribution DateRights), the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued and the Senior Preferred Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock and the Senior Preferred Stock represented by such shares certificate. Upon the request of Common Stock. (c) Rights shall be issued in respect the holder of all any shares of Common Stock which are issued (whether originally issued or from and the Company’s treasury) Senior Preferred Stock or, after the Record Date but prior to the earliest of the Distribution Date, the Expiration holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (c) Certificates for the Common Stock and the Senior Preferred Stock issued (or which become outstanding) after the date of this Agreement (or as soon thereafter as is reasonably practicable), but prior to the earlier of the Distribution Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing Expiration Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a legend substantially in have impressed, printed, stamped, written or otherwise affixed onto them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 an Amended and Restated Rights Agreement between PharmAtheneAllied Waste Industries, Inc. (the “Company”) and Continental American Stock Transfer & Trust Company, as rights agent Company (the “"Rights Agent”), ") dated as of November May 25, 2015, as the same may be amended from time to time 2000 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Allied Waste Industries, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Allied Waste Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within fifteen days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or any Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock and the Senior Preferred Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock or the Senior Preferred Stock represented by such certificatescertificate. If the Company purchases or otherwise acquires shares of Common Stock or Senior Preferred Stock prior to the Distribution Date, any Rights associated with such Common Stock or Senior Preferred Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Right associated with the shares of Common Stock or Senior Preferred Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become be the Beneficial Owner of 15% or more, or, in the case of Publicis Communication or any Affiliate or Associate of Publicis Communication, 22% or more, of the shares of Common Stock then outstanding, or (iii) the date immediately following the date of execution of an Acquiring Person agreement relating to or providing for a transaction constituting a Section 13 Event (including any such date which is after the earlier date of this Agreement and prior to the issuance of the Rights; the earliest of the dates referred to in clauses (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, along with a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"). In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earliest earlier of the Distribution Date or the Expiration Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAthene, True North Communications Inc. (the “"Company”") and Continental Stock Transfer & First Chicago Trust Company, as rights agent Company of New York (the “"Rights Agent”), ") dated as of November 254, 2015, as the same may be amended from time to time 1998 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are not outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring PersonBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) is first published of a tender or sent or given within exchange offer (other than a Permitted Offer) the meaning consummation of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, which would result in such Person would become becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, shall provide the Rights Agent will countersign with a list of holders of Common Stock and the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) . The Company will make availableshall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, as promptly as practicable if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Promptly following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or earlier redemption, expiration or termination of the Distribution DateRights), the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a legend substantially in have impressed, printed, stamped, written or otherwise affixed onto them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights "Rights" as set forth in the Section 382 a Rights Agreement between PharmAthene, Inc. California Micro Devices Corporation (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent Mellon Investor Services LLC (the “"Rights Agent”), ") dated as of November 25September 24, 2015, as the same may be amended from time to time 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an "Beneficially Owned" by "Acquiring Person or any Affiliate or Associate thereof Persons" (as such terms are defined in the Rights Agreement)) or certain related parties, whether currently held by or on behalf as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void.” . With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the (i) Distribution Date or (ii) the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board Company's board of Directors shall determine directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Exchange Act Regulations under or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following Until the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C Distribution Date (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to or the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur), the Rights will be evidenced by such certificates surrender for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing certificate for shares of Common Stock in respect of which Rights have been issued the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby. (c) Rights shall be issued in respect of all Certificates evidencing shares of Common Stock which are issued become outstanding (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date shall have impressed on, printed on, written on or the redemption of the Rights pursuant otherwise affixed to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in them the following form: “legend (or such other legend as the Company may deem appropriate that is not inconsistent with the provisions of this Agreement): This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 a Rights Agreement between PharmAtheneUnited Online, Inc. (the “Company”) and Continental U.S. Stock Transfer & Trust Company, as rights agent (the “Rights Agent”)Corporation, dated as of November 2515, 2015, as the same may be amended from time to time 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Rights Agent. United Online, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent United Online, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person person or by any subsequent holder, may become null and void.” With respect to such certificates containing . If the foregoing legend, until the earlier Company purchases or acquires any shares of Common Stock of the (i) Company after the Record Date but prior to the Distribution Date or (ii) the Expiration Date, the any Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders shares of Common Stock shall also be the registered holders of the associated Rights, Company shall be deemed cancelled and retired so that the transfer of Company shall not be entitled to exercise any of such certificates shall also constitute the transfer of the Rights associated with the any shares of Common Stock represented by such certificatesof the Company which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 7(a) hereof) or the redemption of the Rights pursuant to Section 23 hereof), the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAtheneMidas, Inc. (the “"Company”") and Continental Stock Transfer & First Chicago Trust Company, as rights agent Company of New York (the “"Rights Agent”), ") dated as of November 25December 31, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and (to the Rights Agent extent provided with all necessary information) will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form that may be appended to certificates that evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares of Company Common Stock outstanding as of the Close of Business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders records of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Rights shall shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (whether originally issued or from the Company’s including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofDate. Certificates representing evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear a legend substantially in the following formlegend: “"This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneAgreement, Inc. dated as of June 28, 2001 (the “"Rights Agreement"), between Mpower Holding Corporation (the "Company”") and Continental Stock Transfer & Trust Company, as rights agent Company (the “"Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” " With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of the (i) Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after Business Day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14e-2(a) of the General Rules and Regulations under the Exchange ActAct as may be amended, supplemented or superseded from time to time, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.cash (b) The Company will make available, as promptly as practicable following On or before the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration DateCommon Stock, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Harsco Corporation (the “"Company”") and Continental Stock Transfer & Trust CompanyChaseMellon Shareholder Services, as rights agent L.L.C. (the “"Rights Agent”), ") dated as of November 25September 28, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefortherefore. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Stock for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer that, if upon consummation thereofconsummated, would result in such Person would become Person, alone or together with its Affiliates and Associates, becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock and registered in the registered holders name of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earliest Distribution Date (or earlier redemption, expiration or termination of the Distribution DateRights), the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificate. (c) Rights shall be issued in respect of all shares of Certificates for Common Stock which are become outstanding (including, without limitation, shares issued (whether originally out of treasury and certificates issued upon transfer or from the Company’s treasuryexchange of Common Stock) after the Record Date Date, but prior to the earliest of the Distribution Date, the Expiration Date or the redemption redemption, expiration or termination of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall bear a legend substantially in have impressed, printed, stamped, written or otherwise affixed onto them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 a Rights Agreement between PharmAthene, Inc. Nuevo Energy Company (the “"Company”") and Continental American Stock Transfer & Trust Company, as rights agent Company (the “"Rights Agent”"), dated as of November 25March 5, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company and the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ) whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void.” . With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, expiration or termination of the (i) Distribution Date or (ii) the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any rights associated with the shares of Common Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth business day after the Stock Acquisition Date (or, if the tenth business day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) business day after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of (i) and or (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Rights and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(pll(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereofDate, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.:

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring PersonBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) is first published of a tender or sent or given within exchange offer (other than a Permitted Offer) the meaning consummation of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, which would result in such Person would become becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “Distribution Date”), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, except that the Rights associated with any uncertificated shares of Common Stock shall be evidenced by the registration of shares of Common Stock in the Company’s share register in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights), and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, upon written request by the Company will prepare and executereceipt by the Rights Agent of all necessary and relevant information, the Rights Agent will countersign and the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly . As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest With respect to uncertificated shares of Common Stock outstanding as of the Distribution Record Date, until the Expiration Distribution Date (as such term is defined in Section 7 hereof) or the redemption earlier redemption, expiration or termination of the Rights pursuant to Section 23 hereofRights), the transfer Rights will be evidenced by the registration of any certificates representing the shares of Common Stock in respect the Company’s share register in the names of which the holders thereof. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights have been issued associated with the Common Stock represented by such certificate, and the registration of transfer of ownership of any uncertificated shares of Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with such shares shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock Expiration Date, shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially in the following form, or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation or made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the shares of Common Stock may from time to time be listed or quoted, or to conform to such usage: “This certificate also evidences and entitles the holder hereof to certain Rights “Rights” as set forth in the Section 382 a Rights Agreement between PharmAtheneLOGICVISION, Inc. INC. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent MELLON INVESTOR SERVICES LLC (the “Rights Agent”), dated as of November 25December 16, 2015, as the same may be amended from time to time 2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an “Beneficially Owned” by “Acquiring Person or any Affiliate or Associate thereof Persons” (as such terms are defined in the Rights Agreement)) or certain related parties, whether currently held by or on behalf as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void.. and, in the case of the initial transaction statement or subsequent period statements with respect to uncertificated shares of Common Stock, a legend in substantially the following form: The registration in the share register of LOGICVISION, INC. (the “Company”) of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in a Rights Agreement between the Company and MELLON INVESTOR SERVICES LLC (the “Rights Agent”), dated as of December 16, 2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by such registration. The Company will mail to the holder of this statement a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights “Beneficially Owned” by “Acquiring Persons” (as such terms are defined in the Rights Agreement) or certain related parties, as well as subsequent holders of such Rights, may become null and void. With respect to such certificates containing substantially the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the (i) Distribution Date or (ii) the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. With respect to such initial transaction statements or subsequent periodic statements containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the shares of Common Stock with respect to which such statements are issued shall be evidenced solely by the registration of ownership of such shares of Common Stock in the share register of the Company, and the registration of transfer of ownership in such share register shall also constitute the transfer of the Rights associated with such shares of Common Stock.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Share Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as the Board of Directors Trustees of the Trust shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the CompanyTrust, any Subsidiary of the CompanyTrust, any employee benefit plan of the Company Trust or of any Subsidiary of the CompanyTrust, or any Person or entity organized, appointed or established by the Company Trust for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 10% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CompanyTrust). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyTrust, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company Trust shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Trust will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Trust. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockShares. (c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or from the CompanyTrust’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Liberty Property Trust (the “CompanyTrust”) and Continental Stock Transfer & Trust CompanyBank Boston, as rights agent N.A. (the “Rights Agent”), dated as of November 25December 17, 2015, as the same may be amended from time to time 1997 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth Business Day (or such later 5. date as may be determined by action of the Board Company's board of Directors shall determine directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Exchange Act Regulations under or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as of Exhibit C (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares of Common Stock outstanding of the Company as of the Close of Business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the records of the Company. Until the Distribution Date shall occur(or the Expiration Date), the Rights will be evidenced by such certificates surrender for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing certificate for shares of Common Stock in respect of which Rights have been issued the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby. (c) Rights shall be issued in respect of all Certificates evidencing shares of Common Stock which are issued become outstanding (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date shall have impressed on, printed on, written on or the redemption of the Rights pursuant otherwise affixed to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in them the following form: “legend (or such other legend as the Company may deem appropriate that is not inconsistent with the provisions of this Agreement): This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 a Rights Agreement between PharmAthenePortal Software, Inc. (the “Company”) Inc., and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”)Equiserve, dated as of November 25August 16, 2015, as the same may be amended from time to time 2002 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.incorporated

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or an exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the such Common Stock (which such certificates for the Common Stock shall also be deemed also to be certificates for the Rights) or, in the case of Book Entry Shares, by notation in accounts reflecting the ownership of such Common Stock (which such Book Entry Shares for the Common Stock shall also be deemed to be certificates for the Rights), and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign and the Company will send or cause to be sent or the Rights Agent will will, if requested to do so by the Company and provided with all necessary documentation and information, in form and substance reasonably satisfactory to the Rights Agent, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder as shown on the records of the CompanyCompany or the transfer agent or registrar for the shares of Common Stock, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that the Rights Certificates representing only whole numbers of the Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing within two (2) Business Days. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of the Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock and Book Entry Shares, as applicable, outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock or Book Entry Shares, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of the 5. Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) The Rights shall be issued in respect of all shares of the Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates and Book Entry Shares representing such shares of the Common Stock shall also be deemed to be certificates for the Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthenePICO Holdings, Inc. (the “Company”) and Continental Stock Transfer & Computershare Trust Company, N.A. (or any successor rights agent), as rights agent (the “Rights Agent”), dated as of November 25July 24, 20152017, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office or offices of the Rights AgentAgent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after the receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, the Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates or Book Entry Shares, as applicable, containing a legend in substantially the form as the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates or Book Entry Shares, as applicable, shall be evidenced by such certificates alone or Book Entry Shares, as applicable, alone, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates or Book Entry Shares, as applicable, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding the provisions of this Section, neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to close of business on the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued (i) in respect of all shares of Common Stock which that are issued (whether originally issued either as an original issuance or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date and (ii) in connection with the issuance or sale of Common Stock following the redemption Distribution Date and prior to the Expiration Date upon the exercise of stock options or under any employee plan or arrangement, or upon the Rights pursuant exercise, conversion or exchange of securities issued by the Company prior to Section 23 hereofthe Distribution Date. Certificates representing such shares of Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Gensym Corporation (the “"Company”") and Continental Stock Transfer State Street Bank & Trust Company, as rights agent Company (the “"Rights Agent”), ") dated as of November 25April 8, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights. (d) Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), and the transfer of any certificates representing shares of such certificates Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. In the event that the Company purchases or acquires any shares of Common Stock represented by after the Record Date but prior to the Distribution Date, any Rights associated with such certificatesshares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring PersonBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) is first published of a tender or sent or given within exchange offer (other than a Permitted Offer) the meaning consummation of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, which would result in such Person would become becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, shall provide the Rights Agent will countersign with a list of holders of Common Stock and the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) . The Company will make availableshall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, as promptly as practicable if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Promptly following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or earlier redemption, expiration or termination of the Distribution DateRights), the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a legend substantially in have impressed, printed, stamped, written or otherwise affixed onto them the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights "Rights" as set forth in the Section 382 a Rights Agreement between PharmAtheneFiberstars, Inc. (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent Mellon Investor Services LLC (the “"Rights Agent”), ") dated as of November 25September 20, 2015, as the same may be amended from time to time 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an "Beneficially Owned" by "Acquiring Person or any Affiliate or Associate thereof Persons" (as such terms are defined in the Rights Agreement)) or certain related parties, whether currently held by or on behalf as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void.” . With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the (i) Distribution Date or (ii) the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding, (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Company will prepare and executeDistribution Date from the Company, the Rights Agent will countersign and will, at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earliest earlier of the Distribution Date or the Expiration Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Federal-Mogul Corporation (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent The Bank of New York (the “"Rights Agent”), ") dated as of November 25February 24, 2015, as the same may be amended from time to time 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are not outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ) or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Bestfoods (the “"Company”") and Continental Stock Transfer & First Chicago Trust Company, as rights agent Company of New York (the “"Rights Agent”), ") dated as of November 25January 4, 20151999, as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be fixed by the Board of Directors of the Company by notice to the Rights Agent and publicly announced by the Company, which date shall determine prior to such time as any Person becomes an Acquiring Person) not be later than 65 days after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, or any successor provision thereto, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as of Exhibit C hereto (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, beneficial interests in the Rights will be evidenced by such certificates for the Common Stock Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in subsection (c). (c) Except as provided in Section 22 hereof, Rights shall be issued in respect of all shares of Common Stock which Shares that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, CONSOL Energy Inc. (the “Company”) and Continental Stock Transfer & EquiServe Trust Company, as rights agent N.A. (the “Rights Agent”), ) dated as of November 25December 22, 20152003 (the “Rights Agreement”), and as the same may be amended from time to time (the “Rights Agreement”)time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer to acquire shares of the Company’s Common Stock by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such planRelated Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates referred to in clauses (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (or, in the case of uncertificated Common Stock by the book-entry account that evidences record ownership of such Common Stock) (which certificates or book-entries for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including including, without limitation, a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C hereto (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the names of the holders thereof. With respect to uncertificated Common Stock and the registered holders outstanding as of the Common Stock shall also be Record Date or issued subsequent to the registered holders of the associated Rights. Until the earliest of Record Date, until the Distribution Date, the Expiration Rights will be evidenced by the book-entry account that evidences record ownership of such Common Stock in the name of the holders thereof. Until the earlier of the Distribution Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereofExpiration Date, the surrender for transfer of any certificates certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, a transfer recorded in the book-entry accounts that evidence record ownership) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. InsWeb Corporation (the “Company”) and Continental American Stock Transfer & Trust Company, as rights agent LLC (the “Rights Agent”), ) dated as of November 2523, 20152011, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to any book-entry shares of Common Stock, such certificates containing legend shall be included in a notice to the foregoing legend, until record holder of such shares in accordance with applicable law. Until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates or by book-entries that evidence record ownership shall be evidenced by such certificates and book-entries alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificates and book-entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form that may be appended to certificates that evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares of Company Common Stock outstanding as of the Close of Business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders records of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Rights shall shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (whether originally issued or from the Company’s including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofDate. Certificates representing evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear a legend substantially in the following formlegend: “"This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Shareholder Rights Agreement Agreement, dated as of April 4, 2001 (the "Rights Agreement"), between PharmAtheneDycom Industries, Inc. (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent First Union National Bank (the “"Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” " With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of the (i) Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a shareholder list together with all other relevant information. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)C, to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earliest earlier of the Distribution Date or the Expiration Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Cobra Electronics Corporation (the “"Company”") and Continental American Stock Transfer & Trust Company, as rights agent Company (the “"Rights Agent”), ") dated as of November 25October 24, 20152001, as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are not outstanding.

Issue of Rights Certificates. (a) Until the earlier of first to occur of: (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by the Board Board, acting by a majority of Directors shall determine prior to such time as the Outside Directors, before any Person becomes has become an Acquiring Person, but in no event prior to the close of business on the Record Date) after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than any Exempted by an Exempt Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct (or any comparable or successor rule), if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the Common Shares then outstanding, (the earlier first to occur of (i) and (ii) being herein referred to as the “Distribution Date”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Datedate of this Agreement, the Company will file this Rights Agreement, and a copy of a Summary of Rightssummary hereof, in substantially the form attached hereto as Exhibit C (B, on a Current Report on Form 8-K or other filing with the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration DateSecurities and Exchange Commission. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereofDate, the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in Section 3(c). (c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to before the earliest earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all Common Shares which are issued after the Distribution Date and before the Expiration Date. Certificates representing Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Shares) issued after the Record Date but before the earlier of the Distribution Date or the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for the associated Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneDaktronics, Inc. (the “Company”) and Continental Stock Transfer & Trust CompanyXxxxx Fargo Bank, as rights agent N.A. (the “Rights Agent”), ) dated as of November 25August 28, 20152008 (the “Rights Agreement”), and as the same may be amended from time to time (the “Rights Agreement”)time, the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefortherefor from such holder. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)) and any subsequent holder of such Rights, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until . Until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates for Common Shares shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with such Common Shares, whether or not containing the foregoing legend. In the event that the Company purchases or acquires and cancels any Common Shares after the Record Date but before the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificatesShares that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Acquiring Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneThe Williams Companies, Inc. (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent First Chicxxx Xxxxt Company of New York (the “"Rights Agent”"), dated as of November 25February 6, 20151996, as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. The Williams Companies, Inc. Under certain circumstances, as set forth ax xxx xxrth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Williams Companies, Inc. will mail to the holder of this certificate thix xxxxxxicate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth business day after the Stock Acquisition Date (or, if the tenth business day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) business day after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of (i) and or (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Rights and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). Company);provided, however, that, notwithstanding anything to the contrary in the foregoing definition of the "Distribution Date," clause (ii) of the definition does not apply to the tender offer commenced by CAI Computer Services Corp. on February 17, 1998.. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(pll(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.the

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage postage-prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”), ") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 7(a) hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofExpiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear a legend substantially in the following form: “legend (or the legend required under the 1987 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneXxxxx & McLennan Companies, Inc. (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent the Rights Agent thereunder (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing bearing the foregoing legendlegend (or the legend required under the 1987 Agreement), until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially in the following formas follows: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Sentry Technology Corporation (the “"Company”") and Continental American Stock Transfer & Trust Company, as rights agent Company (the “"Rights Agent”"), dated as of November 25July 23, 20151999, as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bc) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.4

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring PersonBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) is first published of a tender or sent or given within exchange offer (other than a Permitted Offer) the meaning consummation of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, which would result in such Person would become becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “Distribution Date”), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, except that the Rights associated with any uncertificated shares of Common Stock shall be evidenced by the registration of shares of Common Stock in the Company’s share register in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights), and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, upon written request by the Company will prepare and executereceipt by the Rights Agent of all necessary and relevant information, the Rights Agent will countersign and the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly . As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest With respect to uncertificated shares of Common Stock outstanding as of the Distribution Record Date, until the Expiration Distribution Date (as such term is defined in Section 7 hereof) or the redemption earlier redemption, expiration or termination of the Rights pursuant to Section 23 hereofRights), the transfer Rights will be evidenced by the registration of any certificates representing the shares of Common Stock in respect the Company’s share register in the names of which the holders thereof. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights have been issued associated with the Common Stock represented by such certificate, and the registration of transfer of ownership of any uncertificated shares of Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with such shares shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock Expiration Date, shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially in the following form, or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation or made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the shares of Common Stock may from time to time be listed or quoted, or to conform to such usage: “This certificate also evidences and entitles the holder hereof to certain Rights “Rights” as set forth in the Section 382 a Rights Agreement between PharmAthene, Inc. CLEARWATER PAPER CORPORATION (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent MELLON INVESTOR SERVICES LLC (the “Rights Agent”), dated as of November 25December 4, 2015, as the same may be amended from time to time 2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an “Beneficially Owned” by “Acquiring Person or any Affiliate or Associate thereof Persons” (as such terms are defined in the Rights Agreement)) or certain related parties, whether currently held by or on behalf as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void.. and, in the case of the initial transaction statement or subsequent period statements with respect to uncertificated shares of Common Stock, a legend in substantially the following form: The registration in the share register of CLEARWATER PAPER CORPORATION (the “Company”) of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in a Rights Agreement between the Company and MELLON INVESTOR SERVICES LLC (the “Rights Agent”), dated as of December 4, 2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by such registration. The Company will mail to the holder of this statement a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights “Beneficially Owned” by “Acquiring Persons” (as such terms are defined in the Rights Agreement) or certain related parties, as well as subsequent holders of such Rights, may become null and void. With respect to such certificates containing substantially the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the (i) Distribution Date or (ii) the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. With respect to such initial transaction statements or subsequent periodic statements containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the shares of Common Stock with respect to which such statements are issued shall be evidenced solely by the registration of ownership of such shares of Common Stock in the share register of the Company, and the registration of transfer of ownership in such share register shall also constitute the transfer of the Rights associated with such shares of Common Stock.

Issue of Rights Certificates. (a) Until the earlier of earliest of: (i) the Close close of Business business on the tenth day Business Day after the Stock Shares Acquisition Date (Date; or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Act, if upon consummation thereof, such Person would become an Acquiring intention of any Person (other than the earlier Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares (i) including any such date which is after the date of this Agreement and (ii) prior to the issuance of the Rights; the earliest of such dates being herein referred to as the “"Distribution Date”), "): (x) no Right may be exercised; (y) the Rights will shall be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificates, and ; and (yz) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign shall countersign, and the Company shall send or cause to be sent (and the Rights Agent will send shall, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company shall send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Shares as of the Expiration close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for Common Shares registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights attached thereto and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earliest Distribution Date (or earlier redemption, expiration or termination of the Distribution DateRights), the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding on the Record Date, even without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Common Stockcertificate. (c) Rights shall be Certificates issued in respect of all shares for Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Stock which are issued (whether originally issued or from the Company’s treasuryShares) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, Rights and shall bear a legend substantially in have impressed on, printed on, written on or otherwise affixed to them the following formlegend: “"This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Section 382 a Rights Agreement between PharmAthene, Inc. (the “Company”) UroMed Corporation and Continental Stock Transfer & State Street Bank and Trust Company, as rights agent (the “Rights Agent”), dated as of November 25June 26, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Rights AgentUroMed Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent UroMed Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, under certain circumstances, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or any Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void.” " With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificatesCommon Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates, and the Rights will be transferable only by transfer separate from the transfer of the shares of Common Stock previously underlying such Rights. The Company shall promptly give notice in accordance with Section 25 hereof to the Rights Agent upon the occurrence of the Distribution Date and, in any event, if such notice is given orally, the Company shall confirm the same in writing on or before the next Business Day at the address provided in Section 25 hereof. Until such notice is given to the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Datedate, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 7(a) hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Cxxxx & Company Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent Computershare Inc. (the “Rights Agent”) (or any successor Rights Agent), dated as of November 25January 2, 2015, as the same may be amended from time to time 2024 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or and (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form that may be appended to certificates that evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares of Company Common Stock outstanding as of the Close of Business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders records of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Rights shall shall, without any further action, be issued in respect of all shares of Company Common Stock which that are issued (whether originally issued or from the Company’s including any shares of Company Common Stock held in treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Expiration Date or the redemption of the Rights pursuant to Section 23 hereofDate. Certificates representing evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear a legend substantially in the following formlegend: “"This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”)Agreement, dated as of November 25December 11, 2015, as the same may be amended from time to time 2000 (the “"Rights Agreement”"), between Mpower Communications Corp. (the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement"Company"), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth Business Day day (or such later date as may be determined by action of the Board Company’s board of Directors shall determine directors prior to such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Exchange Act Regulations under or after the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier to occur of the events described in (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will send will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the shares of Common Stock outstanding of the Company as of the Close of Business on the Record Date, or issued subsequent to at the Record Date, unless and until address of such holder shown on the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders records of the Common Stock shall also be the registered holders of the associated RightsCompany. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), dated as of November 25, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders surrender for transfer of any certificate for shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates Company shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatesthereby. (c) Certificates evidencing shares of Common Stock of the Company which become outstanding (whether originally issued or delivered from the Company’s treasury) or are

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct or a public announcement is made by any such Person of such Person's intention to commence a tender or exchange offer, if upon consummation thereof, such Person would become be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Acquiring Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersign and expense of the Rights Agent Company, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following On the Record Date, as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, Rights to purchase preferred stock in substantially the form attached hereto as of Exhibit C hereto, (the “"Summary of Rights”)") by first class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration Close of Business, on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock together with a copy of the Summary of Rights attached thereto and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the surrender for transfer of any certificates representing for shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneNational Surgery Centers, Inc. (the “"Company”") and Continental Stock Transfer & Xxxxxx Trust Company, as rights agent and Savings Bank (the “"Rights Agent”"), dated as of November 25December 22, 20151997, as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date any Rights associated with such shares of Common Stock shall be deemed canceled and retired. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board (with the concurrence of Directors shall determine prior to such time as any Person becomes an Acquiring Person) a majority of the Continuing Directors), after the date that a tender offer or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would become be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Acquiring Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Company Securities registered in the names of the holders of the Common Stock Company Securities (which certificates for Common Stock Company Securities shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Company Securities (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Company Securities as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Company Securities has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)C, by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Company Securities as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Company Securities outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock Company Securities and the registered holders of the Common Stock Company Securities shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof), the transfer of any certificates representing shares of Common Stock Company Securities in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany Securities. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Distribution Date but and prior to the earliest of the Distribution Expiration Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneMarcam Solutions, Inc. (the “"Company”") and Continental Stock Transfer & Trust Company, as rights agent The First National Bank of Boston (the “"Rights Agent”), ") dated as of November 25July __, 2015, as the same may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . Commencing as soon as reasonably practicable following the date hereof, certificates representing shares of Company Securities that are delivered prior to the Distribution Date shall also bear the foregoing legend. With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Company Securities represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Company Securities shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Company Securities represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer of the earlier of commencement by any Person (other than any an Exempted Person) of, or the Company, any Subsidiary first public announcement of the Company, any employee benefit plan of the Company or intention of any Subsidiary Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of the Company, or which would result in any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become becoming an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(c) of this Section 3Agreement) by the certificates or Book-Entries for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificatescertificates or Book-Entries, and the record holders of the Common Stock represented by such certificates or Book-Entries shall be the record holders of Rights represented thereby, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors. As soon as practicable after the Distribution Date, the Company will shall prepare and execute, execute and the Rights Agent will countersign and and, at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, Commencing as promptly as practicable following the Record Date, the Company will make available a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C A (the “"Summary of Rights”"), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates or Book-Entries for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates or Book-Entries for the Common Stock and the registered record holders of the Common Stock shall also be the registered record holders of the associated Rights. Until the earliest earlier of the Distribution Date or the Expiration Date, transfer on the Expiration Date (as such term is defined in Section 7 hereof) Company's direct registration system of any Common Stock represented by a Book-Entry or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the surrender for transfer of the Right or Rights associated with such shares the Common Stock evidenced thereby, whether or not accompanied by a copy of Common Stockthe Summary of Rights. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) prior to the earlier of the Distribution Date or the Expiration Date, and, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Rights issued prior to the Distribution Date will be evidenced by certificates or Book-Entries for the Common Stock. Certificates for Common Stock and confirmations evidencing Book-Entries which become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and Final Expiration Date shall bear a the following legend substantially (with appropriate modifications in the following form: “case of confirmations): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAthene, Inc. Gateway Energy Corporation (the “"Company”") and Continental American Stock Transfer & and Trust Company, as rights agent LLC (the “"Rights Agent”"), dated as of November 25February 26, 2015, as the same may be amended from time to time 2010 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered record holders of Common Stock shall also be the registered record holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earliest earlier of the Distribution Date or the Expiration Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date or or, in certain circumstances provided in Section 22, after the redemption of the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneNeenah Paper, Inc. (the “Company”) and Continental Stock Transfer & EquiServe Trust Company, as rights agent N.A. (the “Rights Agent”), ) dated as of November 2530, 20152004, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are not outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth business day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth Business Day business day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”), ") evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest earlier of the Distribution Date, Date or the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereofDate, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Expiration Date or the redemption of Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Rights pursuant to Section 23 hereofDistribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between PharmAtheneSmitx Xxxernational, Inc. (the “"Company”") and Continental Stock Transfer & First Chicago Trust Company, as rights agent Company of New York (the “"Rights Agent”), ") dated as of November 25June 19, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” 1990 With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board (with the concurrence of Directors shall determine prior to such time as any Person becomes an Acquiring Person) a majority of the Continuing Directors), after the date that a tender offer or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would become be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Acquiring Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Company Securities registered in the names of the holders of the Common Stock Company Securities (which certificates for Common Stock Company Securities shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Company Securities (including a transfer to the CompanyCompany or a conversion of shares of Convertible Preferred Stock). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Company Securities as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, substantially in substantially the form of Exhibit B hereto specified in Section 4 hereof (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so heldheld or evidencing ten Rights for each share of Convertible Preferred Stock so held (as the case may be), subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Company Securities has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make availableIn accordance with the Original Agreement, as promptly as practicable following the Record Date, Marcam sent a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)C, to any each record holder of Rights who may so request from time to time prior to the Expiration Existing Securities as of the Close of Business on the Record Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.certificates (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Distribution Date but and prior to the earliest of the Distribution Expiration Date, the Expiration Date or the redemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Amended and Restated Rights Agreement between PharmAtheneamong MAPICS, Inc. Inc., a Georgia corporation (the “"Company”) "), MAPICS, Inc., a Massachusetts corporation, and Continental Stock Transfer & Trust CompanyBankBoston, N.A., formerly known as rights agent The First National Bank of Boston (the “"Rights Agent”), ") dated as of November 25March 30, 20151998 (as amended, as the same may be amended supplemented or otherwise modified from time to time (time, the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . Commencing as soon as reasonably practicable following the Effective Time, certificates representing shares of Company Securities that are delivered prior to the Distribution Date shall also bear the foregoing legend. With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Company Securities represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Company Securities shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Company Securities represented by such certificates.