Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) 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) and (iv) ). As soon as practicable after the transfer of any such certificate shall also constitute Separation Date, the transfer Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights associated with certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Stock represented Share so held. As of and after the Separation Date, the Rights will be evidenced solely by such certificateRights Certificates. (b) On As promptly as practicable following 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 Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, mail to each record holder of the Common Stock Shares as of the close Close of business 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, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock which are Shares issued (whether originally issued or transferred from the Company's including reissuance of treasury to any other Personshares) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Separation Date or the Expiration Date (as hereinafter defined) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof), and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsCoachmen Industries, Inc. (the "Company") and UMB BankFirst Chicago Trust Company of New York, N.A. dated as of January 5, 2000 and effective January 12, 2000 (the "Rights AgentAgreement"), 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 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, 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 Persons or any Affiliate Affiliates or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf ) and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. Notwithstanding this paragraph ." (d) Subject to Section 13(h), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Separation Date but prior to the Distribution Expiration Date, any Rights associated shall only be issued in connection with such shares the issuance of Common Stock shall be deemed canceled and retired so that Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company shall not be entitled prior to exercise the Separation Date; provided, however, that if, pursuant to the terms of any Rights associated with option, or exercise, conversion or exchange of securities, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers number of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after shares which would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 Certificatesright 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 may 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 (as such term is defined in Section 7(a) hereof). With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, 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 earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 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 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 treasury) after the Distribution Date and prior to the Expiration Date. Certificates for shares of Common Stock which become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between Bentley Pharmaceuticals, Inc. (the "COMPANY") and American Stock Transfer and Trust Company (the "RIGHTS AGENT") dated as of December 21, 2004 (the "RENEWED RIGHTS

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent 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 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. 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 may will 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will 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. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. 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 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING 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. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until As promptly as practicable following the earlier Record Date, the Company shall make available a copy of Distribution Date or a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to each record holder of Common Stock who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Record Date, (i) until the Distribution Date, the Rights will shall be evidenced (subject to the provisions of Section 3(b)) by the such 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, (ii) the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), (iii) the Rights will be transferable only in connection with the transfer of the underlying any certificate representing shares of Common Stock (including a transfer to the Company) and (iv) the transfer in respect of any such certificate which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatethereby. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy Rights shall be issued in respect 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 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the all shares of Common Stock represented by issued (whether originally issued or from the certificates Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date; provided, however, Rights shall also be issued to the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth extent provided in Section 3(d) hereof. (c) Rights shall be issued 22 hereof in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person’s treasury) after the Record Distribution Date but and prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Wabash National Corporation (the "“Company”) and National City Bank (the “Rights Agent”) dated as of December 28, 2005, as the same may be amended from time to time (the “Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"”), 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 shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Company will shall mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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 (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 such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. Notwithstanding this paragraph (db), the omission of a the foregoing legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (ec) In Until the event that Distribution Date, (i) the Company purchases or otherwise acquires any Rights shall be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock after the Record Date but prior (including a transfer to the Distribution Date, any Rights associated with such shares of 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 which are no longer outstandingCompany). (fd) As soon as practicable after the Distribution Date, the Company shall prepare and execute execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will countersign and send shall, if requested, 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 a rights certificate, in substantially the form of Exhibit C hereto (the “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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the shares of Common Stock registered in the names of the holders of the shares of Common Stock (which certificates for shares of Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) 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, if requested by the Company, send by first-class, insured, postage-prepaid mail, to each record holder of shares of 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 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) and (iv) hereof, at the transfer time of any such certificate shall also constitute the transfer distribution of the Rights associated Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof). Rights Certificates representing only whole numbers of Rights will be distributed and cash will be paid in lieu of any fractional Rights. As of and after the Common Stock represented Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. (b) On As promptly as practicable following 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 Exhibit C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy for shares of the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any such certificatecertificates representing shares of Common Stock, with or without a copy the surrender of any certificates representing shares of Common Stock for any purpose, including redemption of the Summary shares represented by such certificates or conversion or exchange of Rights attached theretosuch shares into or for any security other than Common Stock, shall also constitute the transfer or surrender, as appropriate, of the Rights associated with the such shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsOM Group, Inc. (the "Company") and UMB Bank, N.A. National City Bank (the "Rights Agent") dated as of November 5, 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 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 Company 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 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 who is an 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. Notwithstanding this paragraph With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date and (ii) the Expiration Date, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingrepresented by such certificates shall be evidenced by such certificates alone and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates, or the surrender of any such certificates for redemption of the shares represented thereby or for conversion or exchange of such shares into or for any security other than Common Stock shall also constitute the transfer or surrender, as appropriate, of the Rights associated with the shares of Common Stock represented by such certificates. (fd) As soon Except as practicable set forth in Section 22 hereof, nothing in this Agreement or as this Agreement may be construed with any other agreement, contract, indenture, instrument, document, or understanding (written or unwritten) to which the Company or any holder of capital stock of the Company may be a party, or under the terms of which the Company or any holder of capital stock may be bound, shall give the holders of the capital stock any right to receive, after the Distribution Date, any additional Rights, or any rights, warrants or options with substantially similar terms as the Rights, by virtue of conversion of any shares of capital stock of the Company shall prepare and execute and the Rights Agent will countersign and 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, evidencing one Right for each share into shares 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of the Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsLabOne, Inc. (the "Company") and UMB Bank, N.A. American Stock Transfer & Trust Company (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for the representing shares of 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 the associated Rights) and not by separate rights certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date and provided the Rights Agent with all necessary information (including a transfer to and if the Company) and (iv) Rights Agent is not also the transfer agent and registrar of any such certificate shall also constitute the transfer of Common Stock, provided the Rights associated Agent with the names and addresses of all record holders of Common Stock), the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock represented as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing in the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) On the Record Date, or as As soon as practicable thereafterafter the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together associated with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by such certificates will be evidenced by such certificates for the certificates Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any such certificateof the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred delivered from the Company's treasury to any other Persontreasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date or Date, (ii) the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after or (iii) the Distribution Date, except with respect to dividends on redemption of the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereofRights. Certificates representing such shares of Common Stock with respect to which Rights are and certificates issued on transfer of such shares of Common Stock, with or after without a copy of the Record Date and Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Distribution Date or Expiration Date Rights) shall also be deemed also to be certificates for the associated Rights, and shall bear commencing as soon as reasonably practicable following the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Dividend Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between the issuer and Equiserve Trust Company, N.A., as Rights Agent (the "Rights Agent"), dated as of May 28, 2002 (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances 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 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, by any Person who is, was or becomes becomes, or acquires shares from, an Acquiring Person or any Affiliate or Associate thereof of an Acquiring Person (as each such terms are term is defined in the Rights AgreementAgreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by any certain subsequent holderholders, may become null and void. Notwithstanding this paragraph (d), Until the omission of a legend shall not affect the enforceability of any part of this Rights Agreement Distribution Date or the rights of any holder earlier redemption, expiration or termination of the Rights. (e) In , the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company surrender for transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate). (b) On the Record Date, or as As soon as practicable thereafterafter the Company has notified the Rights Agent of the occurrence of the Separation Date, the Company Rights Agent will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")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 Separation Date, at the address of the holder shown on the records of the Company, a Rights certificate (a "RIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Separation Date pursuant to this Agreement) for each share of Common Stock so held. As of and after the Separation Date, the Rights will be evidenced solely by Rights Certificates. (c) As soon as practicable after the Record Date, the Company will send a copy of a Summary of Rights, 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 the holder shown on the records of the Company. With respect to certificates . (d) Certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Separation Date or the Expiration DateDate (as hereinafter defined), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed also to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsValassis Communications, Inc. (the "Company") and UMB BankThe Bank of New York, N.A. dated as of September 1, 1999 (the "Rights AgentAgreement"), 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 the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 charge 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), whether currently held by or on behalf ) become null and void and the holder of such Person or by those Rights (including any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend ) shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of have no right to exercise the Rights. (e) In After the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Separation Date but prior to the Distribution Expiration Date, any Rights associated shall only be issued in connection with such shares the issue of Common Stock shall be deemed canceled and retired so upon the exercise of stock options granted prior to the Separation Date or pursuant to other benefits under any employee plan or arrangement established prior to the Separation Date; provided, however, that if, pursuant to the Company shall not be entitled to exercise terms of any Rights associated with option or other benefit plan, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so number of shares 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 would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i1) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) (A) with respect to Common Shares that are held in certificated form, by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Company and not by separate certificatesRights Certificates and (B) with respect to Common Shares that are held in book-entry form, by a notation in the records of the Rights Agent (iiand the records of the Company's transfer agent if different from the Rights Agent), and (2) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares of the underlying shares Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign and send, by first-class, insured, postage-prepaid mail, to each record holder of Common Stock (including a Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer to records of the Company) , a Rights Certificate evidencing one Right for each Common Share so held, subject to adjustments as provided herein. From and (iv) after the transfer of any such certificate shall also constitute the transfer of Distribution Date, the Rights associated with the Common Stock represented will be evidenced solely by such certificateRights Certificates. (b) On the Record Date, or as soon thereafter as practicable thereafterpracticable, 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 postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock Shares outstanding as of on the Record Date, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the surrender for registration of transfer or exchange of (1) any such certificatecertificate for Common Shares outstanding as of the Close of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, and (2) any Common Shares held in book-entry form, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (c) Rights The Company agrees that, at any time after the Record Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-thousandth (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued Shares outstanding on or after the Record Date and prior to the earlier or upon original issue or out of the Distribution Date or Expiration Date treasury thereafter, shall also be deemed to be certificates for Rights, the Rights and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior have impressed on, printed on, written on or otherwise affixed to the earlier of the Distribution Date or the Expiration Date shall bear them the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsSymbion, Inc. (the "Company") and UMB SunTrust Bank, N.A. as it may be amended (the "Rights AgentAgreement"), 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 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 charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, Rights issued to, to or held by, acquired by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (each 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 shall, under certain circumstances, become null and void. Notwithstanding this paragraph With respect to certificates containing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, outstanding Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender of any such certificate for registration of transfer or exchange of the Common Shares evidenced thereby shall also constitute surrender for registration of transfer or exchange of the outstanding Rights (d), as such Rights may be amended or supplemented) associated with the omission of a Common Shares represented thereby. The failure to print the foregoing legend on any certificate or any other defect therein shall not affect in any manner whatsoever the enforceability of any part of this Rights Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 8(e) hereof. (e) In the event that If the Company purchases or otherwise acquires any shares of its Common Stock Shares after the Record Date Date, but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares 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 Shares which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(bthis SECTION 3(B)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent 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 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofSECTION 11(P), at the time of distribution of the Rights Certificates, the Company may will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofSECTION 14(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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of EXHIBIT B, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will 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. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN TANDYCRAFTS, INC. (THE "COMPANY") AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (THE "RIGHTS AGENT") DATED AS OF MAY 19, 1997 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. 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 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING 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. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until Following the earlier Record Date, the Company will make available, or cause to be made available, a copy of Distribution Date the Summary of Rights to Purchase Series A Junior Participating Preferred Stock, substantially in the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, (i) until the Distribution Date, the Rights will shall be evidenced (subject to the provisions by such shares of Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof together with the Summary of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) , and not by separate certificates, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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 CompanyCertificates. With respect to certificates for the Book Entry shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will shall be evidenced by such certificates the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any such certificateshares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, with or without and, in either case, regardless of whether a copy of the Summary of Rights attached theretois submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (cb) Rights shall be issued issued, without any further action, in respect of all shares of Common Stock which are issued that become outstanding (whether originally issued or transferred delivered from the Company's treasury to any other Person’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, orhowever, in certain circumstances that Rights also shall be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with respect . Confirmation and account statements sent to dividends on the outstanding shares holders of Common Stock payable for Book Entry form or, in shares the case of Common Stock as provided in Section 11(p) hereof. Certificates certificated shares, certificates, representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for RightsStock, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear a legend substantially in the following legendform: “[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between Parks! America, Inc., a Nevada corporation (the "“Company”), and Securities Transfer Corporation or any successor Rights Agent (the “Rights Agent”) dated as of January 19, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"”), 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 shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate Related Person thereof (as such capitalized terms are defined in the Rights Agreement), whether currently held by or on behalf specified transferees of such Acquiring Person (or by any subsequent holder, Related Person thereof) may become null and voidvoid and will no longer be transferable.” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and 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 certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (dSection 3(b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a legend copy of the Summary of Rights shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) . In the event that the Company purchases or otherwise 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 cancelled and retired so that the Company shall is not be entitled to exercise any Rights associated with the shares of Common Stock which that are no longer outstanding. (fc) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) As soon as practicable after the Distribution Date, the Company shall will prepare and execute and execute, and, upon the request of the Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested by the Company and provided with all necessary information and documents, at the expense of the Company, 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 DateDate (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, substantially in the form attached hereto as Exhibit C (the “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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may 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 and, if such adjustments are made, the Company may pay cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates, and the Rights Certificates and the Rights shall be transferable separately from the transfer of Common Stock. 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 on or prior to the Business Day next following. 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more 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 may 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) 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 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 Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Innovative Valve Technologies, Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of September 18, 1997 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or 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 Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for the representing shares of 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 the associated Rights) and not by separate rights certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to Stock. As soon as practicable after the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of Distribution Date, the Rights associated with Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock represented as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing in the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) On the Record Date, or as As soon as practicable thereafterafter the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together associated with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by such certificates will be evidenced by such certificates for the certificates Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any such certificateof the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred delivered from the Company's treasury to any other Persontreasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date or Date, (ii) the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after or (iii) the Distribution Date, except with respect to dividends on redemption of the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereofRights. Certificates representing such shares of Common Stock with respect to which Rights are and certificates issued on transfer of such shares of Common Stock, with or after without a copy of the Record Date and Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Distribution Date or Expiration Date Rights) shall also be deemed also to be certificates for the associated Rights, and shall bear commencing as soon as reasonably practicable following the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Dividend Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between the issuer and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of August 13, 1999 (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances 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 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, by any Person who is, was or becomes becomes, or acquires shares from, an Acquiring Person or any Affiliate or Associate thereof of an Acquiring Person (as each such terms are term is defined in the Rights AgreementAgreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by any certain subsequent holderholders, may become null and void. Notwithstanding this paragraph (d), Until the omission of a legend shall not affect the enforceability of any part of this Rights Agreement Distribution Date or the rights of any holder earlier redemption, expiration or termination of the Rights. (e) In , the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company surrender for transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as soon as practicable thereafter, the Company will send make available (directly or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company and provided with all necessary information and documents) a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C B and which may be appended to certificates that represent shares of Common Stock (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or transfer agent or registrar for Common Stock. With respect to certificates for representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will shall be evidenced by such certificates the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any such certificateshares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, with or without and, in either case, regardless of whether a copy of the Summary of Rights attached theretois submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. The Company shall promptly notify the Common Stock represented by such certificate, Rights Agent of the Distribution Date and any certificate newly issued pursuant request its transfer agent (if its transfer agent is not the Rights Agent) to such transfer shall bear give the legend set forth in Section 3(d) hereofRights Agent a stockholder list together with all other relevant information. (cb) Rights shall be issued issued, without any further action, in respect of all shares of Common Stock which are issued that become outstanding (whether originally issued or transferred delivered from the Company's treasury to any other Person’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, orhowever, in certain circumstances that Rights also shall be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with respect . Confirmation and account statements sent to dividends on the outstanding shares holders of Common Stock payable for Book Entry form or, in shares the case of Common Stock as provided in Section 11(p) hereof. Certificates certificated shares, certificates, representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for RightsStock, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear a legend substantially in the following legendform: “[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the a Rights Agreement between IZEA Worldwide, Inc., a Nevada corporation (the "“Company”), and Broadridge Corporate Issuer Solutions, LLC or any successor Rights Agent (the “Rights Agent”) dated as of May 28, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"”), 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 shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate Related Person thereof (as such capitalized terms are defined in the Rights Agreement), whether currently held by or on behalf specified transferees of such Acquiring Person (or by any subsequent holder, Related Person thereof) may become null and voidvoid and will no longer be transferable.” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and 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 certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (db), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a legend copy of the Summary of Rights shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) . In the event that the Company purchases or otherwise 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 cancelled and retired so that the Company shall is not be entitled to exercise any Rights associated with the shares of Common Stock which that are no longer outstanding. (fc) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) As soon as practicable after the Rights Agent is notified of the Distribution DateDate and received all necessary information, the Company shall will prepare and execute execute, and the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents, at the expense of the Company, 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 DateDate (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “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) 11 hereof, at the time of distribution of the Rights Certificates, the Company 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 and, if such adjustments are made, the Company may pay cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates, and the Rights Certificates and the Rights shall be transferable separately from the transfer of Common Stock. 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 on or prior to the Business Day next following. 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares 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) Shares and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of the Common Stock Shares (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent will send a copy of a Summary of Rightsby first class, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-classinsured, postage prepaid mail, to each record holder of the Common Stock Shares 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, evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to the provisions of this Agreement, at the time of distribution of the Right 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) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C, by first class mail, postage prepaid, to each record holder of the 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, until the earlier of the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common Shares together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificateof the certificates for the Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofcertificates. (c) Rights shall be issued in respect of all shares of the Common Stock which Shares that are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, expiration or redemption of the Rights or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of issued for the Common Stock with respect to which Rights are issued on Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date and but prior to the earlier of the Distribution Date or Expiration Date the expiration or redemption of the Rights shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsExcel Industries, Inc. (the "Company") and UMB Bank, N.A. Chemical Mellon Shareholder Services L.L.C. (the "Rights Agent") dated as of December 21, 1995 as it may from time to time be supplemented or amended (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 be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 will become null and void. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) ). As soon as practicable after the transfer of any such certificate shall also constitute the transfer of Distribution Date, the Rights associated with Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock represented 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, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. (b) 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 Exhibit C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business on Business of 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, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the RightsRights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any such certificatecertificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between ICU Medical, Inc. and American Stock Transfer & Trust Company, as Rights Agent (the "“Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"”), 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. ICU Medical, 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 Company ICU Medical, Inc. 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that If the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of that 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 which are no longer outstanding. . With respect to such certificates containing the foregoing legend, until the earlier of (fi) As soon as practicable after the Distribution Date, Date or (ii) the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 Expiration Date, the Rights will associated with the Common Stock represented by such certificates shall be evidenced solely 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 Certificatesassociated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) 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) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more 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 may 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) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Shares, in substantially the form attached hereto as Exhibit B, by first-class, postage prepaid mail, to each record holder of 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 Common Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates for Common Shares together with the Summary of Rights to Purchase Common Shares, and the registered holders of the Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Shares in respect of which Rights have been issued, with or without a copy of the Summary of Rights to Purchase Common Shares, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (c) Rights shall be issued in respect of all Common Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend (which legend may be modified as necessary on the certificates for the Common Shares to reflect the application of this Agreement to the Common Shares): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Capital Environmental Resource Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common 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 Shares represented by such certificates.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent 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 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 A (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. 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 may will 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of EXHIBIT B, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will 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. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will 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 Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Record Date, 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, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Shares and the registered holders of the shares of Common Stock represented by the certificates Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the surrender for transfer of any such certificate, with or without a copy certificate representing Common Shares in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock which are Shares issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or the Final Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, in respect of all Common Shares which are issued (whether originally issued or from the Company's treasury) after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. Colonial Properties Trust (the "Company") and UMB BankBankBoston, N.A. (the "Rights Agent") dated as of November 2, 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 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 Company will mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this The Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise any by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock which are no longer outstandingShares shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fc) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). (d) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 a Rights CertificatesCertificate, in substantially the form of Exhibit C hereto, 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 may shall make 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 Right Certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more 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 may 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) On or as promptly as practicable following the Record Date, the Company will deliver 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 registered holder of the Common Stock as of the Record Date, at the address of such holders shown on the records of the Company, and the Rights associated with the shares of Common Stock represented by certificates for such Common Stock held by the registered holders of Common Stock shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and such registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Wave Technologies International, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services (the "Rights Agent") dated as of September 17, 1998 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or 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 Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following 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 Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the surrender for transfer of any such certificate, with or without a copy certificate representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or the Final Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with in respect to dividends on the outstanding of all shares of Common Stock payable in shares of Common Stock as provided in Section 11(pwhich are issued (whether originally issued or from the Company's treasury) hereofafter the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsSunrise Assisted Living, Inc. (the "Company") and UMB Bank, N.A. First Union National Bank of North Carolina (the "Rights Agent") dated as of April 25, 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 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 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. Notwithstanding this paragraph The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the transfer of any part of this Rights Agreement or such certificate shall also constitute the rights of any holder transfer of the RightsRights associated with the Common Stock represented thereby. (ec) In Until the event that Distribution Date (i) the Company purchases or otherwise acquires any Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock after the Record Date but prior (including a transfer to the Distribution Date, any Rights associated with such shares of 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 which are no longer outstandingCompany). (fd) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 a Rights CertificatesCertificate, in substantially the form of Exhibit C hereto, 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 may shall make 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 Right Certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for the representing shares of 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 the associated Rights) and not by separate rights certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, 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 stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the “Rights Certificates”), evidencing in the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable after the Dividend Record Date, the Company will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates 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 Distribution Date (including a transfer to or the Company) and (iv) earlier redemption, expiration or termination of the Rights), the surrender for transfer of any such certificate of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred delivered from the Company's treasury to any other Person’s treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date or Date, (ii) the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after or (iii) the Distribution Date, except with respect to dividends on redemption of the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereofRights. Certificates representing such shares of Common Stock with respect to which Rights are and certificates issued on transfer of such shares of Common Stock, with or after without a copy of the Record Date and Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Distribution Date or Expiration Date Rights) shall also be deemed also to be certificates for the associated Rights, and shall bear commencing as soon as reasonably practicable following the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Dividend Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between the issuer and First Chicago Trust Company of New York, as Rights Agent (the "“Rights Agent”), dated as of December 16, 1997 (the “Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances 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 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, by any Person who is, was or becomes becomes, or acquires shares from, an Acquiring Person or any Affiliate or Associate thereof of an Acquiring Person (as each such terms are term is defined in the Rights AgreementAgreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by any certain subsequent holderholders, may become null and void. Notwithstanding this paragraph (d), Until the omission of a legend shall not affect the enforceability of any part of this Rights Agreement Distribution Date or the rights of any holder earlier redemption, expiration or termination of the Rights. (e) In , the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company surrender for transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Series A Preferred Stock, in substantially the form attached hereto as Exhibit C B (the --------- "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the surrender for transfer of any such certificate, with or without a copy certificate representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or the Final Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with in respect to dividends on the outstanding of all shares of Common Stock payable in shares of Common Stock as provided in Section 11(pwhich are issued (whether originally issued or from the Company's treasury) hereofafter the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Crestline Capital Corporation, a Maryland corporation (the "Corporation") and The Bank of New York (the "Rights Agent"), dated as of December 14, 1998 (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 AgentCorporation. 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 certificateCertificate. The Company Corporation will mail to the holder of this certificate Certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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. Notwithstanding this paragraph The Rights shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the transfer of any part of this Rights Agreement or such certificate shall also constitute the rights of any holder transfer of the RightsRights associated with the Common Stock represented thereby. (ec) In Until the event that Distribution Date (i) the Company purchases or otherwise acquires any Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock after the Record Date but prior (including a transfer to the Distribution Date, any Rights associated with such shares of 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 which are no longer outstandingCompany). (fd) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent upon notification thereof will countersign and 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 a rights certificate, in substantially the form of Exhibit C hereto --------- (the "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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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 Right Certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b)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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign and send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, insured, postage prepaid mail, 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 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 hereof at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments 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) As promptly as practicable following the Record Date, the Company will send a copy of the Summary of Rights 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy certificates representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the a legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legendreading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsMedSource Technologies, Inc. (the "Company") and UMB Wachovia Bank, N.A. National Association (the "Rights Agent"), dated as of August 12, 2003 (the "Rights Agreement"), as the same may be amended from time to time, 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 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 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. Notwithstanding this paragraph With respect to such certificates containing the foregoing legend, until the earlier of (d)x) the Distribution Date and (y) the Expiration Date, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock which are no longer outstanding. (f) As soon as practicable after also shall be the Distribution Dateregistered holders of the associated Rights, the Company shall prepare and execute and the transfer of any of such certificates also shall constitute the transfer of the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder of associated with 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, 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 may make 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 represented by such Rights Certificatescertificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent 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 each record holder of the Common Stock as of the close of business on the Record Distribution Date, at the address of such holder shown on the records of the Company. With respect to certificates , one or more right certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for the each share of Common Stock outstanding so held, subject to 6 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 Record DateRights Certificates, until the earlier 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 or the Expiration Date, the Rights will be evidenced solely by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofCertificates. (cb) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. ALLTEL Corporation (the "Company") and UMB Bank, N.A. the Rights Agent (the "Rights AgentAgreement"), 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 and available for inspection by the holder of this certificate. 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 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 within five days 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. Notwithstanding this paragraph With respect to such certificates containing the foregoing legend and certificates containing the legend specified in the 1989 Agreement and with respect to previously issued certificates that contain no comparable legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with the Common Stock represented by such shares certificates shall be evidenced by such certificates alone and the registered holders of Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company transfer of any of such certificates shall not be entitled to exercise any also constitute the 7 transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more 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 may 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) 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 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 Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Innovative Valve Technologies, Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of _________, 1997 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or 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 Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) ). As soon as practicable after the transfer of any such certificate shall also constitute the transfer of Distribution Date, the Rights associated with Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock represented 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, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. (b) 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 Exhibit C (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close of business on of 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, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the RightsRights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any such certificatecertificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between ICU Medical, Inc. and Mellon Investor Services, L.L.C., as Rights Agent (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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. ICU Medical, 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 Company ICU Medical, Inc. 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that If the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of that 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 which are no longer outstanding. . With respect to such certificates containing the foregoing legend, until the earlier of (fi) As soon as practicable after the Distribution Date, Date or (ii) the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 Expiration Date, the Rights will associated with the Common Stock represented by such certificates shall be evidenced solely 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 Certificatesassociated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Exchangeable Shares registered in the names of the holders of Exchangeable Shares as of and subsequent to the Common Stock Effective Date (which certificates for Common Stock Exchangeable Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (Exchangeable Shares including a transfer to the Company; provided, however, that if a tender or exchange offer (or take-over bid) and (iv) is terminated prior to the transfer occurrence of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record a Distribution Date, then no Distribution Date shall occur as a result of such tender or as exchange offer (or take-over bid). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent 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, insured, postage prepaid mail, to each record registered holder of the Common Stock Exchangeable Shares as of the close Close of business Business on the Record 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 A hereto (the "Rights Certificates"), evidencing one Right for each Exchangeable Share so held, subject to adjustment as provided herein. With respect In the event that an adjustment in the number of Rights per Exchangeable Share has been made pursuant to certificates for Section 11(p) hereof, at the Common Stock outstanding as time of distribution of the Record DateRights Certificates, until the earlier Company 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 or the Expiration Date, the Rights will be evidenced solely by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofCertificates. (cb) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock Exchangeable Shares which are issued (whether originally issued on or transferred from the Company's treasury to any other Person) after the Record Effective Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date Exchangeable Shares shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. JDS Uniphase Canada Ltd. (the "Company") and UMB Bank, N.A. CIBC Mellon Trust Company (the "Rights Agent") dated as of June 30, 1999, as 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 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 AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS ISSUED TO, or held byOR HELD BY, any Person who isANY PERSON WHO IS, was or becomes an Acquiring Person or any Affiliate or Associate thereof WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. Until the earlier of such Person or by any subsequent holder, may become null the Distribution Date and void. Notwithstanding this paragraph (d)the Expiration Date, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares Exchangeable Shares represented by such certificates shall be evidenced by such certificates alone, notwithstanding the absence of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Dateforegoing legend, and registered holders of the Company Exchangeable Shares shall prepare and execute also be the registered holders of the associated Rights, and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder transfer of the Common Stock as of the close of business on the Distribution Date, at the address any of such holder shown on certificates shall also constitute the records of the Company, one or more 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 transfer of the Rights Certificates, associated with the Company may make 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 Exchangeable Shares represented by such Rights Certificatescertificates.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock Stock, registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. 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(o), at the time of distribution of the Rights Certificates, the Company may will 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of EXHIBIT B, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will 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. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN CARRIAGE SERVICES, INC. (THE "COMPANY") AND AMERICAN STOCK TRANSFER AND TRUST COMPANY (THE "RIGHTS AGENT") DATED AS OF DECEMBER 18, 2000 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. 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 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING 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. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (d) With respect to Rights associated with shares of Class B Common Stock, such Rights shall be automatically extinguished and terminated to the extent the associated shares of Class B Common Stock are converted into shares of Class A Common Stock, and upon such conversion into Class A Common Stock, Rights are issued in association with such Class A Common Stock. In this regard, upon conversion of Class B Common Stock into Class A Common Stock in accordance with the provisions of the Class B Common Stock, a Right shall be issued associated with such Class A Common Stock in lieu of the Right associated with the converted Class B Common Stock, which Right extinguished and terminated in accordance with the immediately preceding sentence.

Issue of Rights Certificates. (a) Until the earlier Close of Distribution Business on the tenth Business Day after the Stock Acquisition Date or (or, if the Expiration tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) (isuch date being the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (iior book entries) the registered holders of Common Stock shall also be the registered holders of the associated Rights, and (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificatecertificate representing shares of Common Stock (or, with or without in the case of uncertificated shares of Common Stock, a copy transfer recorded in the book-entry accounts that evidence record ownership) in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. 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 Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class mail, to each record holder of the Common Stock represented 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 A (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11, 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)) 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 certificateRights Certificates. (b) The Company will make available, and as promptly as practicable, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any certificate newly issued pursuant holder of Rights who may so request from time to such transfer shall bear time prior to the legend set forth in Section 3(d) hereofExpiration Date. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, Date or, in certain circumstances provided in Section 22 hereof22, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the a legend set forth substantially in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Tax Benefit Rights Agreement between MMA Capital Management, LLC (the "Rights Agreement"), between TransFinancial Holdings“Company”) and Broadridge Corporate Issuer Solutions, Inc. (the "Company"“Rights Agent”) and UMB Bankdated as of _________________, N.A. 2015, as the same may be amended from time to time (the "“Rights Agent"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 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 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. Notwithstanding this paragraph With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission Rights associated with the Common Stock represented by certificates or by book-entries that evidence record ownership shall be evidenced by such certificates and book-entries alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the transfer of any part of this Rights Agreement such Common Stock represented by such certificates or book-entries shall also constitute the rights of any holder transfer of the Rights. (e) Rights associated with the Common Stock represented by such certificates and book-entries. In the event that the Company purchases or otherwise 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 cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which that are no longer outstanding. (f) As soon as practicable after . The omission or failure to send notice of any legend described in this Section 3 shall not affect the Distribution Datestatus, validity or enforceability of any part of this Agreement or the Company shall prepare and execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record rights of any 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send or deliver a copy summary of a Summary of Rights, in substantially the form attached hereto as Exhibit C this Agreement (the "Summary of Rights"), by first-class, postage prepaid mail, ) to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the surrender for transfer of any such certificate, with or without a copy certificate representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or the Final Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with in respect to dividends on the outstanding of all shares of Common Stock payable in shares of Common Stock as provided in Section 11(pwhich are issued (whether originally issued or from the Company's treasury) hereofafter the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsElcotel, Inc. (the "Company") and UMB Bank, N.A. American Stock Transfer & Trust Company (the "Rights Agent"), dated as of May 11, 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 Company will mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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. Notwithstanding this paragraph The Rights shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the transfer of any part of this Rights Agreement or such certificate shall also constitute the rights of any holder transfer of the RightsRights associated with the Common Stock represented thereby. (ec) In Until the event that Distribution Date (i) the Company purchases or otherwise acquires any Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock after the Record Date but prior (including a transfer to the Distribution Date, any Rights associated with such shares of 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 which are no longer outstandingCompany). (fd) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent upon notification thereof and delivery to it of a list of holders of Common Stock will countersign and 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 a rights certificate, in substantially the form of Exhibit A hereto (the "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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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 Right Certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record DateJuly 10, 1997, or as soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Series A Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record DateJuly 7, 1997, 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 DateJuly 7, 1997, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy for Common Stock registered in the names of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rightsthereof. Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), the surrender for transfer of any such certificatecertificates representing shares of Common Stock outstanding on July 7, with or without a copy of the Summary of Rights attached thereto1997, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (c) Rights shall be issued in respect of all shares of Certificates for Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date July 7, 1997, but prior to the earlier of the Distribution Date or the Expiration DateDate (as such terms are defined in this Section 3 and Section 7 hereof) shall have impressed on, orprinted on, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued written on or after the Record Date and prior otherwise affixed to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsSpartan Motors, Inc. (the "Company") and UMB Bank, N.A. American Stock Transfer & Trust Co. (the "Rights Agent") dated as of June 4, 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 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 Agreement 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 null and void. Notwithstanding this paragraph (d)With respect to such certificates containing the foregoing legend, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to until the Distribution Date, any the Rights associated with such shares of the Common Stock represented by such certificates shall be deemed canceled evidenced by such certificates alone, and retired so that the Company surrender for transfer of any such certificate shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinrepresented thereby. 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 may make 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.-5-

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock shall be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) 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 Rights Agent will (i) 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 (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and (ivsend a direct registration transaction advice with respect to such Rights to such holder. 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 transfer time of any such certificate shall also constitute the transfer distribution of the Rights associated Certificates or such credits to the book-entry accounts, 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, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Common Stock represented Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. (b) On As promptly as practicable following 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 Exhibit C (the "Summary of Rights")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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will be evidenced by such certificates together associated with a copy of the Summary of Rights, and the registered holders of (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for Common Stock together with the certificates Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificateof the shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the such Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or transferred delivered from the Company's treasury to any other Person’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates issued representing such shares of Common Stock with respect to which Rights are issued on that shall so become outstanding or shall be transferred or exchanged after the Record Date and but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsU.S. Concrete, Inc. (the "“Company"”) and UMB BankAmerican Stock Transfer & Trust Company, N.A. LLC (the "“Rights Agent"”) dated as of November 5, 2009 as it may from time to time be supplemented or amended (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 be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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, beneficially owned by or held by, transferred to any Person who is, was or becomes an Acquiring Person or any an 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 holderand certain transferees thereof, may will become null and voidvoid and will no longer be transferable. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution DateDate or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear the following legend: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Section 382 Rights Agreement between U.S. Concrete, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated as of November 5, 2009 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company will mail to the holder of the security covered by this Advice 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 beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights associated with Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to such shares of Common Stock shall be deemed canceled and retired so that described in this Section 3(c), until the Company shall not be entitled to exercise any earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock which are no longer outstanding. (f) As soon as practicable after Stock, whether by transfer of physical certificates or book-entry transfer, shall also constitute the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 transfer of the Rights Certificates, associated with the Company may make 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 CertificatesCommon Stock.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock and not by separate Rights Certificates (as defined below), and the 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, and (iiiii) 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 Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent will, subject to SECTION 7(d), 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 attached hereto (the "RIGHTS CERTIFICATES"), evidencing one Right (subject to adjustment as provided herein) and (iv) for each share of Common Stock so held. If an adjustment in the transfer number of any such certificate shall also constitute Rights per share of Common Stock has been made pursuant to SECTION 11(p), then the transfer Company shall, at the time of distribution of the Rights associated with the Certificates to record holders of Common Stock represented as of the Close of Business on the Distribution Date, make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such certificateRight Certificates. (b) On the Record Date, or as As soon as practicable thereafterafter the Effective Date, the Company will send a copy summary of a Summary of Rights, the Rights substantially in substantially the form of EXHIBIT C attached hereto as Exhibit C (the "Summary of Rights")hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Effective 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, until the earlier of Until the Distribution Date or the Expiration Date, the Rights will shall be evidenced by such certificates together with a copy of evidencing the Summary of RightsCommon Stock, and the registered holders of the shares of such Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding (whether originally issued on original issuance or transferred from the Company's treasury to any other Personout of treasury) after the Record Effective Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates for the Common Stock that become outstanding or shall be transferred or exchanged after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Effective Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and but prior to the earlier of the Distribution Date or the Expiration Date shall bear also be deemed to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between National Vision Associates, Ltd. and Wachovia Bank of North Carolina, N.A., dated as of January 17, 1997 (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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 certificateCompany. The 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, charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. 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 an 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (ed) In With respect to the event that certificates containing the foregoing legend, until the earlier of the Distribution Date or 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 thereby. If the Company purchases or otherwise acquires any shares of Common Stock after the Record Effective Date but prior to the Distribution Date, any Rights associated with such shares of 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 which that are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section this SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company will Rights Agent will, at the expense of the Company, 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 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Company may will make the necessary and appropriate rounding adjustments (in accordance with Section 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of EXHIBIT B, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in SECTION 7), the transfer of any certificates representing 5 9 shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will 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. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN SUIZA FOODS CORPORATION (THE "COMPANY") AND HARRXX XXXST AND SAVINGS BANK (THE "RIGHTS AGENT") DATED AS OF MARCH 6, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. 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 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING 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. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until As promptly as practicable following the earlier of Distribution Date or the Expiration Record Date, the Company will file with the U.S. Securities and Exchange Commission in a Current Report on Form 8-K a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as EXHIBIT B (i) the "Summary of Rights"). With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced (subject to the provisions of Section 3(b)) by the such 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, (ii) the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), (iii) the Rights will be transferable only in connection with the transfer of the underlying any certificate representing shares of Common Stock (including a transfer to the Company) and (iv) the transfer in respect of any such certificate which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or the Final Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with in respect to dividends on the outstanding of all shares of Common Stock payable in shares of Common Stock as provided in Section 11(pwhich are issued (whether originally issued or from the Company's treasury) hereofafter the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, CyberCash Inc. (the "Company") and UMB Bank, BankBoston N.A. (the "Rights Agent") dated as of June 30, 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 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 Company will mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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. Notwithstanding this paragraph The Rights shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the transfer of any part of this Rights Agreement or such certificate shall also constitute the rights of any holder transfer of the RightsRights associated with the Common Stock represented thereby. (ec) In Until the event that Distribution Date (i) the Company purchases or otherwise acquires any Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock after the Record Date but prior (including a transfer to the Distribution Date, any Rights associated with such shares of 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 which are no longer outstandingCompany). (fd) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent upon notification thereof will countersign and 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 a rights certificate, in substantially the form of EXHIBIT C hereto (the "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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock shall be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and will, if provided with all necessary information, (i) 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. 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 CertificatesCertificates or such credits to the book-entry accounts, the Company may 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 distributed, or only whole numbers of Rights are credited to book-entry accounts, 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 CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. 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 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) 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, by first-class, postage prepaid mail, to each record holder of 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 Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with such Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxx Geophysical Company (the “Company”) and Mellon Investor Services LLC (the “Rights Agent”) effective as of the close of business on July 23, 2009 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may 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 Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear a legend in substantially the following form: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Xxxxxx Geophysical Company (the “Company”) and Mellon Investor Services LLC (the “Rights Agent”) effective as of the close of business on July 23, 2009 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice 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 beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to such shares of Common Stock described in this Section 3(c), until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock, whether by transfer of physical certificates or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares 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) Shares and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of the Common Stock Shares (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent will send a copy of a Summary of Rightsby first class, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-classinsured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to the provisions of this Agreement, at the time of distribution of the Right 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) With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the earlier of the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common Shares together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificateof the certificates for the Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofcertificates. (c) Rights shall be issued in respect of all shares of the Common Stock which Shares that are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, expiration or redemption of the Rights or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of issued for the Common Stock with respect to which Rights are issued on Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date and but prior to the earlier of the Distribution Date or Expiration Date the expiration or redemption of the Rights shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsSI Diamond Technology, Inc. (the "Company") and UMB BankAmerican Securities Transfer, N.A. Incorporated (the "Rights Agent") dated as of June 18, 1998, as it may from time to time be supplemented or amended (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 be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 will become null and void. Notwithstanding this paragraph With respect to such certificates containing the foregoing legend, until the earlier of (d), i) the omission of a legend shall not affect Distribution Date or (ii) the enforceability of any part of this Rights Agreement expiration or the rights of any holder redemption of the Rights. (e) In , the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution DateShares represented by such certificates shall be evidenced by such certificates alone, the Company shall prepare and execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder registered holders of the Common Stock as Shares shall also be the registered holders of the close associated Rights, and the transfer of business on the Distribution Date, at the address any of such holder shown on certificates shall also constitute the records of the Company, one or more 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 transfer of the Rights Certificates, associated with the Company may make 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 Common Shares represented by such Rights Certificatescertificates.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(bSECTION 3(B)) by the certificates for the Common Stock and not by separate Rights Certificates (as defined below), and the 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, and (iiiii) 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 Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent will, subject to SECTION 7(D), 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 attached hereto (the "RIGHTS CERTIFICATES"), evidencing one Right (subject to adjustment as provided herein) and (iv) for each share of Common Stock so held. If an adjustment in the transfer number of any such certificate shall also constitute Rights per share of Common Stock has been made pursuant to SECTION 11(p), then the transfer Company shall, at the time of distribution of the Rights associated with the Certificates to record holders of Common Stock represented as of the Close of Business on the Distribution Date, make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such certificateRight Certificates. (b) On the Record Date, or as As soon as practicable thereafterafter the Effective Date, the Company will send a copy summary of a Summary of Rights, the Rights substantially in substantially the form of EXHIBIT C attached hereto as Exhibit C (the "Summary of Rights")hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Effective 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, until the earlier of Until the Distribution Date or the Expiration Date, the Rights will shall be evidenced by such certificates together with a copy of evidencing the Summary of RightsCommon Stock, and the registered holders of the shares of such Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding (whether originally issued on original issuance or transferred from the Company's treasury to any other Personout of treasury) after the Record Effective Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates for the Common Stock that become outstanding or shall be transferred or exchanged after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Effective Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and but prior to the earlier of the Distribution Date or the Expiration Date shall bear also be deemed to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Xxxxx River Coal Company. and the Rights Agreement Agent identified therein, dated as of the date of effectiveness of the Company's Plan of Reorganization under Chapter 11 of the Bankruptcy Code that was confirmed on April 22, 2004 (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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 certificateCompany. The 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, charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. 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 an 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (ed) In With respect to the event that certificates containing the foregoing legend, until the earlier of the Distribution Date or 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 thereby. If the Company purchases or otherwise acquires any shares of Common Stock after the Record Effective Date but prior to the Distribution Date, any Rights associated with such shares of 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 which that are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate). (b) On As soon as practicable after the Separation Date, 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 Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate (the "RIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Separation Date pursuant to this Agreement) for each share of Common Stock so held. As of and after the Separation Date, the Rights will be evidenced solely by Rights Certificates. (c) As soon as practicable after 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 Exhibit C B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates . (d) Certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Separation Date or the Expiration DateDate (as hereinafter defined), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed also to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. Mercury Finance Company (the "Company") and UMB Xxxxxx Trust and Savings Bank, N.A. dated as of February 28, 1997 (the "Rights AgentAgreement"), 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 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 charge 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), whether currently held by or on behalf ) become null and void and the holder of such Person or by Rights (including any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend ) shall not affect the enforceability of have any part of this Rights Agreement or the rights of any holder of right to exercise the Rights. (e) In After the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Separation Date but prior to the Distribution Expiration Date, any Rights associated shall be issued in connection with such shares the issuance of Common Stock shall be deemed canceled and retired so upon the exercise of stock options granted prior to the Separation Date or pursuant to other benefits under any employee plan or arrangement established prior to the Separation Date; provided, however, that if, pursuant to the Company shall not be entitled to exercise terms of any Rights associated with option or other benefit plan, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers number of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after shares which would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for the representing shares of 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 the associated Rights) and not by separate rights certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to Stock. As soon as practicable after the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of Distribution Date, the Rights associated with Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock represented as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing in the aggregate that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) On the Record Date, or as As soon as practicable thereafterafter the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together associated with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by such certificates will be evidenced by such certificates for the certificates Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any such certificateof the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred delivered from the Company's treasury to any other Persontreasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date or Date, (ii) the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after or (iii) the Distribution Date, except with respect to dividends on redemption of the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereofRights. Certificates representing such shares of Common Stock with respect to which Rights are and certificates issued on transfer of such shares of Common Stock, with or after without a copy of the Record Date and Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Distribution Date or Expiration Date Rights) shall also be deemed also to be certificates for the associated Rights, and shall bear commencing as soon as reasonably practicable following the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Dividend Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between the issuer and Fleet National Bank, as Rights Agent (the "Rights Agent"), dated as of March 28, 2000 (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances 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 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, by any Person who is, was or becomes becomes, or acquires shares from, an Acquiring Person or any Affiliate or Associate thereof of an Acquiring Person (as each such terms are term is defined in the Rights AgreementAgreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by any certain subsequent holderholders, may become null and void. Notwithstanding this paragraph (d), Until the omission of a legend shall not affect the enforceability of any part of this Rights Agreement Distribution Date or the rights of any holder earlier redemption, expiration or termination of the Rights. (e) In , the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company surrender for transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificate.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section this SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company will Rights Agent will, at the expense of the Company, 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 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Company may will make the necessary and appropriate rounding adjustments (in accordance with Section 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of EXHIBIT B, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in SECTION 7), the transfer of any certificates representing

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more 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 may 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) One Right will be issued in respect of each share of Common Stock issued and outstanding immediately after the Alternate Mergers Effective Time. Certificates issued for such shares of Common Stock and for shares of Common Stock that are issued or shall be transferred or exchanged after the Alternate Mergers Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend referred to in paragraph (c) of this Section 3. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Alternate Mergers Effective Time but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Alternate Mergers Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Devon Energy Corporation (the "Company") and EquiServe Trust Company, N.A. (the "Rights Agent"), dated as of January 24, 2002, as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or 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 tenth (10th) day after the Shares Acquisition Date (including any such date which is after the date of this Agreement and before the issuance of the Rights; the “Distribution Date or the Expiration Date”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) by the certificates for Common Shares of the Common Stock 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 (iiy) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares of the underlying shares Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first‑class, insured, postage‑prepaid mail, to each record holder of Common Stock (including a transfer to Shares 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) and , a Rights Certificate, in substantially the form of Exhibit B hereto (iv) the transfer of any such certificate shall also constitute the transfer a “Rights Certificate”), evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights associated with the Common Stock represented will be evidenced solely by such certificateRights Certificates. (b) 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, 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-classfirst‑class, postage prepaid postage‑prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Common Stock Company outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the RightsRights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any such certificatecertificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock which are issued this paragraph (whether originally issued or transferred from the Company's treasury to any other Personc)) after the Record Date but prior to before the earlier earliest of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AGREEMENT DATED AS OF JULY 21, 2021 AMONG AUTOSCOPE TECHNOLOGIES CORPORATION (THE “COMPANY”); AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT; AND, AS TO ONLY SECTION 37, IMAGE SENSING SYSTEMS INC., 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 EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS (AS DEFINED IN THE RIGHTS AGREEMENT) MAY BE REDEEMED, MAY BECOME EXERCISABLE FOR SECURITIES OR ASSETS OF THE COMPANY OR SECURITIES OF ANOTHER ENTITY, MAY BE EXCHANGED FOR SHARES OF COMMON STOCK OR OTHER SECURITIES OR ASSETS OF THE COMPANY, MAY EXPIRE OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OWNED BY, TRANSFERRED TO OR HAVE BEEN OWNED BY AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY OF ITS AFFILIATES (AS DEFINED IN THE RIGHTS AGREEMENT) OR ASSOCIATES (AS DEFINED IN THE RIGHTS AGREEMENT) WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERRABLE. With respect to dividends on such certificates containing the outstanding shares foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock payable in shares Shares of the Company represented thereby. If the Company purchases or acquires any Common Stock as provided in Section 11(p) hereof. Certificates representing such shares Shares of Common Stock with respect to which Rights are issued on or the Company after the Record Date and prior to but before the earlier Distribution Date, any Rights associated with such Common Shares of the Distribution Date or Expiration Date Company shall also be deemed cancelled and retired so that the Company shall not be entitled to be certificates for Rights, and shall bear exercise any Rights associated with the legend set forth in Section 3(d). (d) Certificates for shares Common Shares of Common Stock the Company which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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 voidoutstanding. Notwithstanding this paragraph (dSection 3(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 the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will shall send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C B (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person) at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will shall be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the surrender for transfer of any such certificate, with or without a copy certificate representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, Rights shall also be issued to the extent provided in Section 22 hereof in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person’s treasury) after the Record Distribution Date but and prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsSunrise Senior Living, Inc. (the "“Company"”) and UMB Bank, N.A. American Stock Transfer & Trust Company (the "“Rights Agent"”) dated as of April 24, 2006 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 executive offices of the Rights AgentCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. The Company will shall mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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 Distribution Date and 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 certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. Notwithstanding this paragraph (db), the omission of a the foregoing legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (ec) In Until the event that Distribution Date, (i) the Company purchases or otherwise acquires any Rights shall be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock after the Record Date but prior (including a transfer to the Distribution Date, any Rights associated with such shares of 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 which are no longer outstandingCompany). (fd) As soon as practicable after the Distribution Date, the Company shall prepare and execute execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will countersign and send shall, if requested, 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 a rights certificate, in substantially the form of Exhibit C hereto (the “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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, , (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate). (b) On As soon as practicable after the Separation Date, the Company will prepare and execute and the Rights Agent will countersign, and if requested by the Company, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Separation Date, at the address of the holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock held. After the distribution of the Rights Certificates, the Rights will be evidenced solely by Rights Certificates. (c) As promptly as practicable following 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 Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such the holder shown on the records of the Company. With respect to certificates . (d) Certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Separation Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed also to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Xxxxxx Industries Inc. (the "Company") and UMB National City Bank, N.A. originally dated January 5, 1998, as subsequently amended and restated (the "Rights AgentAgreement"), 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 Upon the occurrence of certain circumstancesevents, as set forth in the Rights Agreement, such the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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, 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), whether currently held by or on behalf ) become null and void and the holder of such Person or by the Rights (including any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend ) shall not affect the enforceability of have any part of this Rights Agreement or the rights of any holder of right to exercise the Rights." (e) In After the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Separation Date but prior to the Distribution Expiration Date, any Rights associated shall be issued in connection with such shares the issuance of Common Stock shall be deemed canceled and retired so upon the exercise of stock options granted prior to the Separation Date or pursuant to other benefits under employee plans or arrangements established prior to the Separation Date; provided, however, that if, pursuant to the Company shall not be entitled to exercise terms of any Rights associated with option or other benefit plan, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers number of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after shares which would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, 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 each record holder of the Common Stock as of the close Close of business 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, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the RightsRights attached thereto. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a)), the surrender for transfer of any such certificatecertificate representing shares of Common Stock in respect of which Rights have been issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, Date or, in certain circumstances provided in Section 22 hereof22, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. Unicom Corporation (the "Company") and UMB Bank, N.A. First Chicago Trust Company of New York (the "Rights Agent") dated as of February 2, 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 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. Notwithstanding this paragraph With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the surrender for transfer of any part of this Rights Agreement or such certificates shall also constitute the rights of any holder transfer of the Rights. (e) Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or otherwise acquires any shares of its 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 cancelled and retired so that the Company shall not be entitled to exercise any Rights rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) hereof) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) ). As soon as practicable after the transfer of any such certificate shall also constitute the transfer of Distribution Date, the Rights associated with Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock represented 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 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 Right 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 certificateRights Certificates. (b) On As promptly as practicable following 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 Exhibit C (the "Summary of Rights")C, by first-class, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy certificates representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement")between Data I/O Corporation, between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. The First Jersey National Bank (the "Rights Agent") dated as of March 31, 1988, as amended, (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 Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on .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, an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights .Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Notwithstanding this paragraph With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with the Common Stock represented by such shares certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be deemed canceled the registered holders of the Associated Rights, and retired so that the Company transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificates.

Issue of Rights Certificates. (a) Until the earlier of the Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) below) 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 certificates, and (iiy) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as ). As soon as practicable thereafterafter the Distribution Date, the Company Rights Agent 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 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 Certificate. (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, 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will be evidenced by such certificates together associated with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by such certificates will be evidenced by such certificates for Common Stock and the certificates registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer or exchange of any such certificate, with or without a copy certificates representing shares of Common Stock outstanding on the Summary Record Date in respect of which Rights attached theretohave been issued, shall also constitute the transfer or exchange, as the case may be, of the Rights associated with the such shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are (including, without limitation, certificates issued on upon transfer or after the Record Date and prior to the earlier exchange of the Distribution Date or Expiration Date Common Stock) shall also be deemed to be certificates for Rights, and shall bear the a legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legendeffect: "This certificate also evidences and entitles Rights that entitle the holder hereof to certain Rights rights as set forth in the a Rights Agreement between the Company and Equiserve Trust Company, as Rights Agent (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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 beneficially owned 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. Notwithstanding this paragraph (d)." With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the omission of a legend shall not affect Rights associated with the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to represented by such certificates shall, until the Distribution Date, any Rights associated with be evidenced by such shares certificates alone and registered holders of Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company transfer or exchange of any of such certificates shall not be entitled to exercise any also constitute the transfer or exchange, as the case may be, of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Eligible Stock as of the close Close of business Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for the Common shares of Eligible Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Eligible Stock and the registered holders of the shares of Common Eligible Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy certificate representing shares of the Summary Eligible Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common shares of Eligible Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Eligible Stock which are outstanding at the Close of Business on the Record Date and those issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, in respect of all shares of Eligible Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Eligible Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, XM Satellite Radio Holdings Inc. (the "Company") and UMB BankEquiserve Trust Company, N.A. (the "Rights Agent") dated as of August 2, 2002, 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 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 Company will mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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 (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Eligible Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Eligible Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Eligible Stock represented thereby. Notwithstanding this paragraph (d)Section 3, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (ec) In Until the event that earlier of the Company purchases Distribution Date or otherwise acquires any the Expiration Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Eligible Stock registered in the names of the holders thereof (which certificates for Eligible Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Eligible Stock after (including a transfer to the Record Date but prior to Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date, any Rights associated with such shares of 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 which are no longer outstanding. (fd) As soon as practicable after the Distribution DateDate and receipt of written notice of the Distribution Date from the Company, the Company shall prepare and execute and the Rights Agent will countersign and upon notification thereof will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Eligible 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 a rights certificate, in substantially the form of Exhibit C hereto (the "Rights CertificatesCertificate"), evidencing one Right for each share of Class A Common Stock and Series A Preferred Stock so held, subject to adjustment as provided herein, and a number of Rights equal to the number of shares of Class A Common Stock into which the aggregate number of shares of Series C Preferred Stock so held by each respective record holder is convertible as of the Close of Business on the Distribution Date, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Eligible Stock has been made pursuant to Section 11(p) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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 DateDate (other than any Person referred to in the first sentence of Section 7(e) hereof), at the address of such holder shown on the records of the Company, one or more 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 may 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) One Right will be issued in respect of each share of Common Stock issued and outstanding as of the close of business on the Record Date. Certificates issued for such shares of Common Stock and for shares of Common Stock that are issued or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend referred to in paragraph (c) of this Section 3. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Innospec Inc. (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”), dated as of June 12, 2009 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or 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. If 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 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) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Distribution Date and prior to the earliest of the Redemption Date, the Early Expiration Date and the Final Expiration Date, to purchase, for the Purchase Price as at the Business Day immediately preceding the date of exercise of the Right, one Common Share (which Purchase Price and number of Common Shares are subject to adjustment as set forth in this Agreement). Until the earlier Close of Business on Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which such certificates for Common Stock shall will also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) 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) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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 CompanyShares. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall Corporation will prepare and execute execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will countersign and send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the record of 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 CompanyCorporation, one or more a Rights CertificatesCertificate, in substantially the form of Exhibit A hereto (a "Rights Certificate"), evidencing one Right for each share of Common Stock Share so held, subject held (other than with respect to adjustment as provided herein. In the event Rights that an adjustment in the number of Rights per share of Common Stock has been made have become void pursuant to Section 11(p11(a)(ii) hereof, at the time of distribution of the Rights Certificates, the Company may make appropriate rounding adjustments (in accordance with or that have been exchanged pursuant to 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 Rights25). As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Time, the Corporation will, at its option, either send (by first-class, postage-prepaid mail at the address shown on the records of the Corporation) or make otherwise available to each holder of record of Common Shares at the Record Time, a copy of a Summary of Rights to Purchase Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"). With respect to certificates for Common Shares outstanding as of the Record Time until the Distribution Date, the Rights will be evidenced by such certificates. Until the Distribution Date (or the earliest of the Redemption Date, the Early Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (c) Certificates for Common Shares that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefit Preservation Plan Agreement between Kingsway Financial Services Inc. and Computershare Investor Services Inc., dated as of September 27, 2010, as it may be amended from time to time (the "Tax Benefit Preservation Plan Agreement"), the terms of which are incorporated by reference and a copy of which is on file at the principal executive offices of the Corporation and may be inspected during normal business hours. The Tax Benefit Preservation Plan Agreement is also available for viewing at xxx.xxxxx.xxx. Under certain circumstances, as set forth in the Tax Benefit Preservation Plan Agreement, such Rights (as defined in the Tax Benefit Preservation Plan Agreement) may be redeemed, may be terminated, may expire or become void or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Tax Benefit Preservation Plan Agreement without charge upon written request. As set forth in the Tax Benefit Preservation Plan Agreement, Rights beneficially owned by any Person (as defined in the Tax Benefit Preservation Plan Agreement) who becomes an Acquiring Person or an Affiliate of an Acquiring Person (each as defined in the Tax Benefit Preservation Plan Agreement) become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate (prior to the earliest of the Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date) will also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares will be deemed cancelled and retired so that the Corporation will not be entitled to exercise any Rights associated with Common Shares that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Series A Preferred Shares, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Record Date, 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, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Shares and the registered holders of the shares of Common Stock represented by the certificates Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the surrender for transfer of any such certificate, with or without a copy certificate representing Common Shares in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock which are Shares issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or the Final Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, in respect of all Common Shares which are issued after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date Date. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between the Trust and First Union National Bank (the "Rights Agent"), dated as of October 13, 1999, as the same may be amended from time to time (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 AgentTrust. 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 certificateCertificate. The Company Trust will mail to the holder of this certificate Certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this The Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise any by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock which are no longer outstandingShares shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fc) Until the Distribution Date (i) the Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). (d) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent upon notification thereof will countersign and 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 a rights certificate, in substantially the form of Exhibit C hereto (the "Rights CertificatesCertificate"), 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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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 Right Certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) 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) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate). (b) On As soon as practicable after the Separation Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate (the "RIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Separation Date pursuant to this Agreement) for each Common Share so held. As of and after the Separation Date, the Rights will be evidenced solely by Rights Certificates. (c) As soon as practicable after 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 Exhibit C B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail, mail to each record holder of the Common Stock Shares as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates . (d) Certificates for the Common Stock outstanding as of Shares issued after the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Separation Date or the Expiration DateDate (as hereinafter defined), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed also to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. APW Ltd. (the "Company") and UMB BankFirstar Bank N.A., N.A. dated as of July 17, 2000, as it may be amended from time to time, (the "Rights AgentAgreement"), 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 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 charge 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), whether currently held by or on behalf ) become null and void and the holder of such Person or by Rights (including any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend ) shall not affect have any right to exercise the enforceability of Rights. Rights shall not be exercisable in any part of this Rights Agreement jurisdiction if (i) such exercise is not permitted under applicable law or the rights of any holder (ii) a prospectus or registration statement in respect of the RightsRights shall not have been filed or declared effective in Bermuda. (e) In After the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date Separation Date, but prior to the Distribution Expiration Date, any Rights associated shall be issued in connection with such shares the issuance of Common Stock shall be deemed canceled and retired so Shares upon the exercise of stock options granted prior to the Separation Date or pursuant to other benefits under any employee plan or arrangement established prior to the Separation Date; provided, however, that if, pursuant to the Company shall not be entitled to exercise terms of any Rights associated with option or other benefit plan, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers number of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after shares which would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares 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) Shares and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) 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) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more 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) -9- hereof, at the time of distribution of the Rights Certificates, the Company may 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) 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 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 Common Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates for Common Shares together with the Summary of Rights, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (c) Rights shall be issued in respect of all Common Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend (which legend may be modified as necessary on the certificates for the Common Stock or Class B Common Stock, as the case may be, to reflect the application of this Agreement to the Common Stock or the Class B Common Stock, as the case may be): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Wit Capital Group, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common 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 Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)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 shall Shares will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer transfers to the Company) and (iv) ). As soon as practicable after the transfer of any such certificate shall also constitute Distribution Date, the transfer Rights Agent will send by first-class postage prepaid mail to each record holder of the Rights associated with Common Shares as of the Common Stock represented by such certificate.Close of Business on the Distribution Date, at the address of such (b) On As soon as practicable following 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 Exhibit C (the "Summary of Rights"), by first-class, class postage prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business 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, until the earlier of Until the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Shares and the registered holders of the shares of Common Stock represented by the certificates shall Shares will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, the surrender for transfer of any such certificate, with or without a copy certificates representing Common Shares in respect of the Summary of which Rights attached thereto, shall have been issued will also constitute the transfer of the Rights associated with the such Common Stock Shares represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall will be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after Date and the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date Shares shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued . All certificates issuable after the Record Date and prior to the earlier whether by reason of the Distribution Date transfer of record ownership or the Expiration Date issuance of additional shares shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. Lancaster Colony Corporation (the "Company") and UMB Bank, N.A. The Huntington National Bank (the "Rights Agent") dated as of April 20, 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 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 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, beneficially owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Associate or Affiliate or Associate thereof of an Acquiring 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. Notwithstanding this paragraph (d)The Rights will not be exercisable, and will be void, so long as held by a holder in any jurisdiction where the omission of a legend shall not affect requisite qualification to the enforceability of any part of this Rights Agreement issuance to such holder, or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Dateexercise by such holder, any Rights associated with such shares of 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 which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 such jurisdiction shall not have been obtained or be evidenced solely by such Rights Certificatesobtainable.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i1) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) (A) with respect to Common Shares that are held in certificated form, by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) OCA and not by separate certificatesRights Certificates and (B) with respect to Common Shares that are held in book-entry form, by a notation in the records of the Rights Agent (iiand the records of OCA's transfer agent if different from the Rights Agent), and (2) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares of OCA. As soon as practicable after the underlying shares Distribution Date, OCA will prepare and execute, and the Rights Agent will countersign and send, by first-class, insured, postage-prepaid mail, to each record holder of Common Stock (including a transfer to the Company) and (iv) the transfer Shares of any such certificate shall also constitute the transfer OCA as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of OCA, a Rights associated with Certificate evidencing one Right for each Common Share so held, subject to adjustments as provided herein. From and after the Common Stock represented Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. (b) On the Record Date, or as soon thereafter as practicable thereafterpracticable, the Company OCA 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 postage-prepaid mail, to each record holder of the Common Stock Shares of OCA as of the close Close of business Business on the Record Date, at the address of such holder shown on the stock transfer records of the CompanyOCA. With respect to certificates for the Common Stock Shares outstanding as of on the Record Date, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the surrender for registration of transfer or exchange of (1) any such certificatecertificate for Common Shares outstanding as of the Close of Business on the Record Date, with or without a copy of the Summary of Rights attached thereto, and (2) any Common Shares held in book-entry form, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (c) Rights OCA agrees that, at any time after the Record Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-thousandth (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares Redemption Date and the Final Expiration Date, whether upon registration of transfer or exchange of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued Shares outstanding on or after the Record Date and prior to the earlier or upon original issue or out of the Distribution Date or Expiration Date treasury thereafter, shall also be deemed to be certificates for Rights, the Rights and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior have impressed on, printed on, written on or otherwise affixed to the earlier of the Distribution Date or the Expiration Date shall bear them the following legendlegend or such similar legend as OCA may deem appropriate and as is not inconsistent with the provisions of this Agreement: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Orthodontic Centers of America, Inc. ("OCA") and EquiServe Trust Company, N.A., as it may be amended (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 AgentOCA. 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 OCA 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 charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, Rights issued to, to or held by, acquired by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (each 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 shall, under certain circumstances, become null and void. Notwithstanding this paragraph With respect to certificates containing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, outstanding Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender of any such certificate for registration of transfer or exchange of the Common Shares evidenced thereby shall also constitute surrender for registration of transfer or exchange of the outstanding Rights (d), as such Rights may be amended or supplemented) associated with the omission of a Common Shares represented thereby. The failure to print the foregoing legend on any certificate or any other defect therein shall not affect in any manner whatsoever the enforceability of any part of this Rights Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 8(e) hereof. (e) In the event that the Company If OCA purchases or otherwise acquires any shares of its Common Stock Shares after the Record Date Date, but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed canceled and retired so that the Company OCA shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate). (b) On As soon as practicable after the Separation Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate (the "RIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Separation Date pursuant to this Agreement) for each share of Common Stock so held. As of and after the Separation Date, the Rights will be evidenced solely by Rights Certificates. (c) As soon as practicable after 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 Exhibit C B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates . (d) Certificates for the Common Stock outstanding as of issued after the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Separation Date or the Expiration DateDate (as hereinafter defined), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed also to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsXxxx Industries, Inc. (the "Company") and UMB BankFirstar Trust Company, N.A. dated as of August 4, 1998 (the "Rights AgentAgreement"), 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 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 charge 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), whether currently held by or on behalf ) become null and void and the holder of such Person or by Rights (including any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend ) shall not affect the enforceability of have any part of this Rights Agreement or the rights of any holder of right to exercise the Rights. (e) In After the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date Separation Date, but prior to the Distribution Expiration Date, any Rights associated shall be issued in connection with such shares the issuance of Common Stock shall be deemed canceled and retired so upon the exercise of stock options granted prior to the Separation Date or pursuant to other benefits under any employee plan or arrangement established prior to the Separation Date; provided, however, that if, pursuant to the Company shall not be entitled to exercise terms of any Rights associated with option or other benefit plan, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers number of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after shares which would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares 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) Shares and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) 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) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute will promptly notify the Rights Agent thereof, and the Rights Agent Agent, if provided with a stockholder list and all other relevant information, will countersign and 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock Shares so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Shares has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company may 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) 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, by first-class, postage prepaid mail, to each record holder of 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 Common Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Shares represented by such certificates shall be evidenced by such certificates for Common Shares together with the Summary of Rights, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. (c) Rights shall be issued in respect of all Common Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hydril Company (the "Company") and Mellon Investor Services LLC (the "Rights Agent") dated as of April 9, 2002 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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 BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common 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 Shares represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) 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 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 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) and (iv) hereof, at the transfer time of any such certificate shall also constitute the transfer distribution of the Rights associated 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 Common Stock represented Distribution Date, the Rights will be evidenced solely by such certificateRights Certificates. (b) On As promptly as practicable following 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any such certificate, with or without a copy certificates representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofStock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with in respect to dividends on the outstanding of all shares of Common Stock payable in which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates for shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or become outstanding after the Record Date and but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial HoldingsBentley Pharmaceuticals, Inc. (the "Company") and UMB Bank, N.A. American Stock Transfer and Trust Company (the "Rights Agent") dated as of December 22, 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 Agent. Bentley Pharmaceuticals, 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 Company Bentley Pharmaceuticals, Inc. 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. Notwithstanding this paragraph With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with the Common Stock represented by such shares certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 may make 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 represented by such Rights Certificatescertificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock shall be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and (i) 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. 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 CertificatesCertificates or such credits to the book-entry accounts, the Company may 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 distributed, or only whole numbers of Rights are credited to book-entry accounts, 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 CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that (A) such Rights are evidenced only by credits to the book-entry accounts, (B) separate Rights Certificates are not issued with respect to such Rights, (C) any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to such Rights, and (D) any procedures for the transfer, split-up, combination, exchange, exercise or redemption of such Rights shall comport with the applicable book-entry procedures with respect to such action. (b) 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, by first-class, postage prepaid mail, to each record holder of 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 Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with such Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock that shall so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, 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 Rights Agreement between Depomed, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights Agent”) dated as of July 12, 2015 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may 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 beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. Each book-entry account for such shares of Common Stock that shall so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear a legend in substantially in the following form: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Depomed, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights Agent”) dated as of July 12, 2015 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice 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 With respect to such shares of Common Stock described in this Section 3(c), until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock, whether by transfer of physical certificates or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock. Notwithstanding this Section 3(c), the omission of any legend shall not affect the enforceability of any part of this Rights Agreement of the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock shall be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) 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 Exhibit C (the "Summary of Rights"), 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. (the "Company") and UMB Bank, N.A. (the "Rights Agent"), 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 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. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise 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 so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and (i) 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 DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. 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 CertificatesCertificates or such credits to the book-entry accounts, the Company may 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 distributed, or only whole numbers of Rights are credited to book-entry accounts, 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 CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. (b) 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, by first-class, postage prepaid mail, to each record holder of 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 Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with such Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear a legend in substantially in the following form (and the Company shall take such action as it deems necessary to have such legend placed on the inventory of blank certificates for shares of Common Stock maintained by the Company’s transfer agent and registrar): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Omega Protein Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated as of June 30, 2010 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may 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 beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice or statements with respect to such shares shall bear a legend in substantially in the following form: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Omega Protein Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated as of June 30, 2010 as it may from time to time be supplemented or amended (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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice 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 beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to such shares of Common Stock described in this Section 3(c), until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock, whether by transfer of physical certificates or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate). (b) On As soon as practicable after the Separation Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate (the "RIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Separation Date pursuant to this Agreement) for each share of Common Stock so held. As of and after the Separation Date, the Rights will be evidenced solely by Rights Certificates. (c) As soon as practicable after 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 Exhibit C B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates . (d) Certificates for the Common Stock outstanding as of issued after the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Separation Date or the Expiration DateDate (as hereinafter defined), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed also to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. APW Ltd. (the "Company") and UMB BankFirstar Bank N.A., N.A. dated as of _________, ____ (the "Rights AgentAgreement"), 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 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 charge 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), whether currently held by or on behalf ) become null and void and the holder of such Person or by Rights (including any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend ) shall not affect the enforceability of have any part of this Rights Agreement or the rights of any holder of right to exercise the Rights. (e) In After the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date Separation Date, but prior to the Distribution Expiration Date, any Rights associated shall be issued in connection with such shares the issuance of Common Stock shall be deemed canceled and retired so upon the exercise of stock options granted prior to the Separation Date or pursuant to other benefits under any employee plan or arrangement established prior to the Separation Date; provided, however, that if, pursuant to the Company shall not be entitled to exercise terms of any Rights associated with option or other benefit plan, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers number of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after shares which would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Separation Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate). (b) On As soon as practicable after the Separation Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate (the "RIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Separation Date pursuant to this Agreement) for each share of Common Stock so held. As of and after the Separation Date, the Rights will be evidenced solely by Rights Certificates. (c) As soon as practicable after 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 Exhibit C B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates . (d) Certificates for the Common Stock outstanding as of issued after the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Separation Date or the Expiration DateDate (as hereinafter defined), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed also to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. APW Ltd. (the "Company") and UMB BankFirstar Bank N.A., N.A. dated as of _________, ____, as it may be amended from time to time, (the "Rights AgentAgreement"), 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 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 charge 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), whether currently held by or on behalf ) become null and void and the holder of such Person or by Rights (including any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend ) shall not affect have any right to exercise the enforceability of Rights. Rights shall not be exercisable in any part of this Rights Agreement jurisdiction if (i) such exercise is not permitted under applicable law or the rights of any holder (ii) a prospectus or registration statement in respect of the RightsRights shall not have been filed or declared effective in Bermuda. (e) In After the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date Separation Date, but prior to the Distribution Expiration Date, any Rights associated shall be issued in connection with such shares the issuance of Common Stock shall be deemed canceled and retired so upon the exercise of stock options granted prior to the Separation Date or pursuant to other benefits under any employee plan or arrangement established prior to the Separation Date; provided, however, that if, pursuant to the Company shall not be entitled to exercise terms of any Rights associated with option or other benefit plan, the number of shares of Common Stock which are no longer outstanding. (f) As soon as practicable issuable thereunder is adjusted after the Distribution Separation Date, the Company shall prepare and execute and the Rights Agent will countersign and 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, 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 issuable upon issuance of the Rights Certificates, shares shall be equal only to the Company may make appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers number of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after shares which would have been issuable prior to the Distribution Date, the Rights will be evidenced solely by such Rights Certificatesadjustment.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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, (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send or deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of for the Summary of Rights, Common Stock and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the surrender for transfer of any such certificate, with or without a copy certificate representing shares of the Summary Common Stock in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereofthereby. (cb) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Persontreasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or the Final Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, after the Distribution Date, except with in respect to dividends on the outstanding of all shares of Common Stock payable in shares of Common Stock as provided in Section 11(pwhich are issued (whether originally issued or from the Company's treasury) hereofafter the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend set forth (in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior addition to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement (the "Rights Agreement"), between TransFinancial Holdings, Inc. Startec Global Communications Corporation (the "Company") and UMB Bank, N.A. Continental Stock Transfer & Trust Company (the "Rights Agent"), dated as of March 26, 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 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 Company will mail to the holder of this certificate a copy of the Rights Agreement, Agreement as in effect on the date of mailing, mailing without charge, promptly charge 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. Notwithstanding this paragraph The Rights shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification of the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (d)i) the Distribution Date or (ii) the Expiration Date, the omission Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of a legend Common Stock shall not affect also be the enforceability registered holders of the associated Rights, and the transfer of any part of this Rights Agreement or such certificate shall also constitute the rights of any holder transfer of the RightsRights associated with the Common Stock represented thereby. (ec) In Until the event that Distribution Date (i) the Company purchases or otherwise acquires any Rights will be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock after the Record Date but prior (including a transfer to the Distribution Date, any Rights associated with such shares of 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 which are no longer outstandingCompany). (fd) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent upon notification thereof and delivery to it of a list of holders of Common Stock will countersign and 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 a rights certificate, in substantially the form of Exhibit C hereto (the "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) 11 hereof, at the time of distribution of the Rights Certificates, the Company may shall make 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 Right Certificates.