Common use of per Right Clause in Contracts

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributions, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: NATIONAL SERVICE INDUSTRIES, INC. By: Name: Name: Title: Title: Countersigned: WACHOVIA BANK, N.A. Authorized Signatures (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sell, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which that are one one-thousandth or integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holderholder of this Rights Certificate, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: NATIONAL SERVICE INDUSTRIESCHENIERE ENERGY, INC. By: Name: Title: COUNTERSIGNED: U.S. STOCK TRANSFER CORP. as Rights Agent By: Authorized Signatory Name: Title: Title: Countersigned: WACHOVIA BANK, N.A. Authorized Signatures (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sellsells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDATED: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies Signatures must be guaranteed by checking the appropriate boxes that:a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.

per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the CompanyRights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at its option, may elect to mail payment of the a redemption price of Cdn.$0.00001 per Right, subject to the registered holder of the Right at the time of redemption, adjustment in which event this certificate may become void without any further action by the Companycertain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holderholder of this Rights Certificate, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of Date: ____________, _____. ATTEST: NATIONAL SERVICE INDUSTRIES, ________ AGRIUM INC. By: Name: :______________________________________ Name: Title: By:______________________________________ Name: Title: CountersignedCIBC MELLON TRUST COMPANY By:______________________________________ Name: WACHOVIA BANK, N.A. Authorized Signatures Title: By:______________________________________ Name: Title: (Form of Reverse Side of To be attached to each Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sell, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedELECTION TO EXERCISE TO: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies irrevocably elects to exercise whole Rights represented by checking the appropriate boxes that:attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _________________________________ Name _________________________________ Address _________________________________ _________________________________ Social Insurance, Social Security or other Taxpayer Identification Number ______

per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the CompanyRights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at its option, may elect to mail payment of the a redemption price of $0.001 (Canadian) per Right, subject to the registered holder of the Right at the time of redemption, adjustment in which event this certificate may become void without any further action by the Companycertain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holderholder of this Rights Certificate, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: NATIONAL SERVICE INDUSTRIES, INC. By: Name: Name: Title: Title: Countersigned: WACHOVIA BANK, N.A. Authorized Signatures (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sell, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the CompanyRights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at its option, may elect to mail payment of the a redemption price of $0.001 (Canadian) per Right, subject to the registered holder of the Right at the time of redemption, adjustment in which event this certificate may become void without any further action by the Companycertain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holderholder of this Rights Certificate, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ____________, _____. ATTESTDate: NATIONAL SERVICE INDUSTRIES, FANTOM TECHNOLOGIES INC. By: Name: Name: Title: Title: -------------------------- Authorized Signature -------------------------- Authorized Signature Countersigned: WACHOVIA BANK, N.A. CIBC MELLON TRUST COMPANY -------------------------- Authorized Signatures Signature (Form of Reverse Side of To be attached to each Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sell, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedELECTION TO EXERCISE TO: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies irrevocably elects to exercise -------------------------- whole Rights represented by checking the appropriate boxes that:attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: --------------------------------- Name --------------------------------- Address --------------------------------- --------------------------------- Social Insurance, Social Security or Other Taxpayer Identification Number ----------------------------------------- DATED: ------------------------------------ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) ------------------------------ Signature Guaranteed Signature must be guaranteed by a Canadian chartered bank, a Canadian trust company or by a medallion guarantee by a member firm of the Securities Transfer Agents Medallion Programme.

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holderholder of this Rights Certificate, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory binding for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________January , _____2002. ATTEST: NATIONAL SERVICE INDUSTRIESi2 TECHNOLOGIES, INC. By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Rights Agent By: Authorized Signatory Name: Title: Title: Countersigned: WACHOVIA BANK, N.A. Authorized Signatures (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sellsells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDATED: , 19__ Signature Signature Guaranteed: Certificate Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the Rights evidenced by checking this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the appropriate boxes that:Rights Agreement).

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holderholder of this Rights Certificate, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: NATIONAL SERVICE INDUSTRIESVALUECLICK, INC. By: Name: Title: COUNTERSIGNED: MELLON INVESTOR SERVICES LLC as Rights Agent Authorized Signatory Name: Title: Title: Countersigned: WACHOVIA BANK, N.A. Authorized Signatures (B-2 Form of Reverse Side of Rights Certificate) Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sellsells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDATED: ________________________, 19____ Signature Signature Guaranteed: Certificate The undersigned hereby certifies Signatures must be guaranteed by checking a participant in an "eligible guarantor institution" as defined in Rule 17Ad-5 promulgated under the appropriate boxes that:Securities Exchange Act of 1934, as amended.

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holderholder of this Rights Certificate, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: NATIONAL SERVICE INDUSTRIES, INC. QRS CORPORATION By: Name: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Rights Agent By: Authorized Signatory Name: Title: Countersigned: WACHOVIA BANK, N.A. Authorized Signatures (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sellsells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDATED: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies Signatures must be guaranteed by checking a participant in an "eligible guarantor institution" as defined in Rule 17Ad-5 promulgated under the appropriate boxes that:Securities Exchange Act of 1934, as amended.

per Right. Subject to the provisions of the Rights Agreement, the CompanyBoard may, at its option, may elect to mail payment at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the redemption price to then outstanding Rights (other than Rights held by the registered Acquiring Person and certain related Persons) for shares of Class B Common Stock at an exchange ratio of one share of Class B Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the Right at the time number of redemption, in which event this certificate may become void without any further action by the Companywhole Rights not exchanged. No fractional shares of Preferred Stock will are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder, as such, holder of any Rights this Right Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company capital stock which may at any time be issuable on the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: NATIONAL SERVICE INDUSTRIES, INC. By: Name: Name: Title: Title: Countersigned: WACHOVIA BANK, N.A. Authorized Signatures (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sell, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder, as such, holder of any Rights this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Rights represented therebyhereof, nor shall anything contained in the Rights Agreement or herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificatehereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or other distributionssubscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercisedexercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of ____________, _____. ATTESTAttest: NATIONAL SERVICE INDUSTRIES, INC. By: Name: Name: Title: Title: Secretary Countersigned: WACHOVIA BANK, N.A. By: Authorized Signatures (Signature [Form of Reverse Side of Rights Right Certificate) ] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED hereby sellsells, assigns and transfers unto (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, Attorney to transfer the within Rights Right Certificate on the books of the within-within- named CompanyCorporation, with full power of substitution. Dated: ____________, 19__ ___Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: