Common use of Signature Guarantee Clause in Contracts

Signature Guarantee. (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.

Signature Guarantee. Date: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Signature of Signature Guarantee TO BE COMPLETED BY PURCHASER IF (14) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, AS AMENDED, AND MAY NOT and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE OFFERED, SOLD, PLEDGED ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR OTHERWISE TRANSFERRED EXCEPT PURSUANT DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $______________. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws Control) of the State Indenture, check the box: Asset Sale ☐ Change of Connecticut Control ☐ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of Control) of the Indenture, state the amount ($1 or any integral multiple of $1 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION RACKSPACE FINANCE, LLC c/o Computershare Trust Company, N.A. 0000 Xxxxxx Xxxx Xxxxx St. Xxxx, MN 55108 Attention: Trust Service Operations – Rackspace Finance, LLC Administrator Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 3.50% FLSO Senior Secured Notes due 2028 (the "Trust"“Notes”) of Rackspace Finance, LLC (collectively with its successors and assigns, the “Issuer”). Upon transfer, hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is Notes would be registered in the registered owner of common securities name of the Trust representing undivided new beneficial interests in the assets of the Trust (the "Common Securities"). owner as follows: Name: Address: Taxpayer ID Number: The designation, rights, privileges, restrictions, preferences undersigned represents and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time warrants to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.you that:

Signature Guarantee. Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (1"STAMP") EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended. XXXXXXX X-0 FORM OF COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. CERTIFICATE Certificate Number: ________ Number of Common Securities: _______ Certificate Evidencing Common Securities Bay View Capital I [$^/^%] Common Securities (liquidation amount $^ per Common Security) THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC LIMITED CIRCUMSTANCES AS DESCRIBED IN THE DECLARATION (AS DEFINED BELOW): Bay View Capital Statutory Trust IV BBC Capital Statutory Trust IVI, a statutory business trust created under the laws of the State of Connecticut Delaware (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. ______________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the ____% [$^/^%] Common Securities (liquidation amount $^ per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26^, 2002, among Mark Wendel, David Friedman and Pamela Weiner199^, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders same may be amended from time to time of undivided beneficial interest in (the assets of the Trust "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to the a Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificatecertificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificateacceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided indirect beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.

Signature Guarantee. (1Signature must be guaranteed) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under Signatures must be guaranteed by an "eligible guarantor institution" meeting the laws requirements of the State Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of Connecticut 1934, as amended. EXHIBIT B-1 Form of Certification to be Given by Holder of Beneficial Interest in a Temporary Regulation S Global Security Re: WINSTAR COMMUNICATIONS, INC. (the "TrustCompany"), hereby certifies that BankAtlantic Bancorp, Inc. ) 12-3/4% Senior Subordinated Notes due 2010 (the "HolderNotes") is the registered owner [Xxxxxx Guaranty Trust Company of common securities New York, Brussels office, as operator of the Trust representing undivided beneficial interests in Euroclear System][Clearstream Banking, societe anonymne] Securities, [CUSIP No. ][ISIN No. ] Reference if hereby made to the assets Indenture dated as of the Trust April 10, 2000 (the "Common SecuritiesIndenture"). The designation, rights, privileges, restrictions, preferences ) between the Company and other terms and provisions United States Trust Company of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela WeinerNew York, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but and not otherwise defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As meanings set forth in the DeclarationIndenture. [For purposes of acquiring a beneficial interest in the Permanent Regulation S Global Security upon the expiration of the Restricted period,][For purposes of receiving payments under the Temporary Regulation S Global Security,] the undersigned Holder of a beneficial interest in the Temporary Regulation S Global Security issued under the Indenture certifies that it is [not a U.S. Person as defined by Regulation S under][a U.S. Person who purchased the beneficial interest in the Security pursuant to an exemption from, where an Event or transfer not subject to,] the Securities Act of Default has occurred and is continuing1933, the rights of Holders of Common Securities as amended. We undertake to payment in respect of Distributions and payments upon Liquidation, redemption advise you promptly by telex on or otherwise are subordinated prior to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled date on which you intend to submit your corresponding certification relating to the benefits thereunder. By acceptance of this CertificateSecurities held by you if any applicable statement herein is not correct on such date, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debenturesabsence of any such notification it may be assumed that this certificate applies as of such date. This Common Security We understand that this certificate is governed by, and construed required in accordance with, the connection with certain securities laws of the State United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocable authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and for the benefit of Connecticut, without regard to principles of conflict of lawsthe Initial Purchasers.

Signature Guarantee. Dailxx Xxxernational Inc.: Indenture A-10 Execution Copy 82 EXHIBIT A-1 [Form of Notation on Security Relating to Subsidiary Guarantee] SUBSIDIARY GUARANTEE Subject to the limitations set forth in the Indenture, the Subsidiary Guarantors (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933as defined in the Indenture referred to in the Security upon which this notation is endorsed, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, and each hereinafter referred to as a statutory trust created "Subsidiary Guarantor," which term includes any successor or additional Subsidiary Guarantor under the laws Indenture) have unconditionally guaranteed (a) the due and punctual payment of the State of Connecticut principal of, premium (the "Trust"if any), hereby certifies that BankAtlantic Bancorpand interest on the Securities, Inc. whether at maturity, acceleration, redemption or otherwise, (b) the "Holder"due and punctual payment of interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, (c) is the registered owner due and punctual performance of common securities all other obligations of the Trust representing undivided beneficial interests Company to the Holders or the Trustee, all in accordance with the terms set forth in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant toIndenture, and shall (d) in all respects be subject tocase of any extension of time of payment or renewal of any Securities or any of such other obligations, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest same will be promptly paid in the assets of the Trust including the designation of full when due or performed in accordance with the terms of the Common Securities as set forth in Annex I to such amended and restated declarationextension or renewal, as the same may be amended from time to time (the "Declaration")whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein but not defined shall have the meaning given meanings assigned to them in the DeclarationIndenture unless otherwise indicated. The Holder is entitled No stockholder, officer, director or incorporator, as such, past, present or future, of the Subsidiary Guarantors shall have any personal liability under this Subsidiary Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. This Subsidiary Guarantee shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefits benefit of the Guarantee to the extent provided therein. The Sponsor will provide a copy successors and assigns of the Declaration, the Guarantee Trustee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth Holders and, in the Declaration, where an Event event of Default has occurred and is continuingany transfer or assignment of rights by any Holder or the Trustee, the rights of Holders of Common Securities and privileges herein conferred upon that party shall automatically extend to payment and be vested in respect of Distributions and payments upon Liquidationsuch transferee or assignee, redemption or otherwise are subordinated all subject to the rights terms and conditions hereof and in the Indenture. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of payment of Holders of authentication on the Capital Securities. Upon receipt of Security upon which this Certificate, the Holder Subsidiary Guarantee is bound noted shall have been executed by the Declaration Trustee under the Indenture by the manual signature of one of its authorized signatories. Subsidiary Guarantors: DAILXX XXXRGY SERVICES, INC., a Delaware corporation By --------------------------------- Name: Title: Dailxx Xxxernational Inc.: Indenture A-1 - 1 Execution Copy 83 DAILXX XXXERNATIONAL SALES CORPORATION, a Delaware corporation By --------------------------------- Name: Title: COLUMBIA PETROLEUM SERVICES CORP., a Delaware corporation By --------------------------------- Name: Title: INTERNATIONAL PETROLEUM SERVICES, INC., a Delaware corporation By --------------------------------- Name: Title: DAILXX XXXIRONMENTAL REMEDIATION TECHNOLOGIES, INC., a Texas corporation By --------------------------------- Name: Title: DAILXX XXXLDWIDE SERVICES, CORP., a Texas corporation By --------------------------------- Name: Title: Dailxx Xxxernational Inc.: Indenture A-1 - 2 Execution Copy 84 AIR DRILLING INTERNATIONAL, INC., a Delaware corporation By --------------------------------- Name: Title: AIR DRILLING SERVICES, INC., a Wyoming corporation By --------------------------------- Name: Title: Dailxx Xxxernational Inc.: Indenture A-1 - 3 Execution Copy 85 EXHIBIT A-2 [Form of Legend For Global Securities] Any Global Security authenticated and is entitled delivered hereunder shall bear a legend in addition to the benefits thereunderPrivate Placement Legend, if required pursuant to Section 2.14, in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. By acceptance of this CertificateTHIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsAND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Signature Guarantee. (1Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON B FORM OF NOTATION ON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT RELATING TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created SENIOR NOTE GUARANTEES Holding and each Guarantor Subsidiary (which term includes any successor Person under the laws Indenture), has jointly and severally, unconditionally and absolutely Guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment and performance of the State Obligations in connection with the Indenture and the Securities, and further agree to pay any and all expenses (including, without limitation, all fees and disbursements of Connecticut (counsel) which may be paid or incurred by the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (Trustee or the "Holder") is Holders in enforcing their rights under the registered owner of common securities Senior Note Guarantees. In case of the Trust representing undivided beneficial interests in the assets failure of AK Steel punctually to perform or make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment and performance to be made punctually. The obligations of the Trust (Guarantors to the "Common Securities"). The designation, rights, privileges, restrictions, preferences Holders and other terms to the Trustee pursuant to the Senior Note Guarantees and provisions the Indenture are expressly set forth in Article 10 of the Common Securities represented Indenture and reference is hereby are issued pursuant to, and shall in all respects be subject to, made to the provisions of Indenture for the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the precise terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration")Senior Note Guarantees. Capitalized terms used herein but and not defined shall herein have the meaning given them meanings ascribed thereto in the DeclarationIndenture. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. AK STEEL CORPORATION By_______________________ Name: Title: AK STEEL HOLDING CORPORATION By_______________________ Name: Title: ------------------------- Attorney-in-Fact As set forth Attorney in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, Fact for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.each Guarantor Subsidiary

Signature Guarantee. (1The signature(s) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATIONmust be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to The X.X. Xxxxxxxx Company’s rights agent. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), The undersigned hereby certifies that BankAtlantic Bancorpthe Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, Inc. (as the "Holder") case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the registered Company and the Rights Agent will deem the beneficial owner of common securities the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. A-5 87819453_4 4828-6326-0367v.2 Exhibit B SUMMARY OF RIGHTS TO PURCHASE SHARES OF CLASS A COMMON STOCK Introduction On October 30, 2020, the Board of Directors of our Company, The X.X. Xxxxxxxx Company, a Massachusetts corporation, authorized the issuance of one Class A Common Stock purchase right (a “Right”), for each outstanding share of Class A Common Stock, par value $1.00 per share, and Class B Common Stock, par value $1.00 per share, (all such shares, the “Common Shares”) outstanding as of the Trust representing undivided beneficial interests close of business on November 9, 2020. The dividend is payable on November 9, 2020 to the shareholders of record on that date. Our Board has adopted this Amended and Restated Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board, with exceptions for the Company and its affiliates. The Amended and Restated Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other specific terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated Rights Agreement as of September 26made between our Company and Computershare Inc., 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declarationa Delaware corporation, as the same may Rights Agent, on October 30, 2020, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be amended from time read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to time (the "Declaration")a Registration Statement on Form 8-A/A dated October 30, 2020 and a Current Report on Form 8-K dated October 30, 2020. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a A copy of the Declaration, the Guarantee and the Indenture to the Holder without agreement is available free of charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsfrom our Company.

Signature Guarantee. (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933NOTICE: The signature on the conversion notice, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities the option to elect payment upon a Change of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under Control or the laws assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. SCHEDULE A SCHEDULE OF EXCHANGES The initial principal amount of this Regulation S Global Note is U.S.$ _____________. The following additions to principal, redemptions, exchanges of a part of this Regulation S Global Note for an interest in the Restricted Global Note, definitive Note and conversions into Common Shares have been made: Principal Amount Redeemed, Principal Exchanged for Amount Added Interest in on the Exchange of Restricted Remaining Date of Interest in Global Note Principal Addition to the or Definitive Amount Principal, Restricted Notes or Outstanding Notation Redemption, Global Note Converted Following Made by or Exchange or or Definitive into Common such on behalf of Conversion Note Shares Transaction the Trustee EXHIBIT D FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Transfers pursuant to SECTION 2.5(c) of the Indenture) State of Connecticut Street Bank and Trust Company, as Trustee Xxx Xxxxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Corporate Trust Department Re: SoftKey International Inc. 51/2% Senior Convertible Notes Due 2000 (the "TrustNotes")) Reference is hereby made to the Indenture dated as of October 16, hereby certifies that BankAtlantic Bancorp1995 (as supplemented from time to time, the "Indenture") between SoftKey International Inc. and State Street Bank and Trust Company, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S.$_________ (being U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof) principal amount of Notes beneficially held through interests in the Restricted Global Note (CUSIP No. 00000XXX0) with DTC in the name of ________(the "HolderTransferor") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities")account no. . The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented Transferor hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided requests that on [INSERT DATE] such beneficial interest in the assets Restricted Global Note be transferred or exchanged for an interest in the Regulation S Global Note (CUSIP (CINS) No. X00000XX0) in the same principal denomination and transfer to (account no. ________). If this is a partial transfer, a minimum amount of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof of the Trust including the designation Restricted Global Note will remain outstanding. In connection with such request and in respect of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the DeclarationNotes, the Guarantee and Transferor does hereby certify that such transfer has been effected in accordance with the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As transfer restrictions set forth in the DeclarationIndenture and the Notes and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the Securities Act of 1933, where an Event of Default has occurred as amended (the "Securities Act"), and is continuingaccordingly, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.Transferor further certifies that:

Signature Guarantee. (1Signature must be guaranteed) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX [FORM OF GUARANTEE] For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article Ten of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article Ten of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of October 29, 1997, among International Logistics Limited, a Delaware corporation, the Subsidiary Guarantors named therein and First Trust National Association, as trustee (the "Trustee"), as amended or supplemented (the "Indenture"). The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDGUARANTEE SHALL BE GOVERNED BY, AND MAY NOT BE OFFEREDCONSTRUED IN ACCORDANCE WITH, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 THE LAWS OF THE DECLARATIONSTATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities Each Subsidiary Guarantor hereby agrees to submit to the jurisdiction of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws courts of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of release upon the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsIndenture.

Signature Guarantee. (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Signature must be guaranteed by an "eligible guarantor institution" that is a bank, AS AMENDEDstockbroker, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under savings and loan association or credit union meeting the laws requirements of the State Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of Connecticut (1934, as amended. ------------------------- CONVERSION REQUEST To: Wilmington Trust Company, as Conversion Agent The undersigned owner of these Preferred Securities hereby irrevocably exercises the "Trust")option to convert these Preferred Securities, hereby certifies that BankAtlantic Bancorpor the portion below designated, into Common Stock of Breed Technologies, Inc. (the "HolderCommon Stock") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of accordance with the terms of the Common Declaration. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Preferred Securities set forth in as Annex I to the Declaration) and (ii) immediately convert such amended Debentures on behalf of the undersigned, into Common Stock (at the conversion rate specified in the terms of the Preferred Securities set forth as Annex I to the Declaration). The undersigned also hereby directs the Conversion Agent that the shares issuable and restated declarationdeliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ____________________ Number of Preferred Securities to be converted: ______________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. __________________________________ __________________________________ __________________________________ __________________________________ (Sign exactly as your name appears on the other side of this Preferred Security certificate) (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number. __________________________________________ __________________________________________ __________________________________________ Signature Guarantee:* _________________________________ * Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsamended.

Signature Guarantee. Participant in a recognized Signature Guarantee Medallion Program (1or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for other Notes have been made: Amount of Amount of Signature of decrease in increase in Principal Amount of authorized Principal Principal Amount this Global Note signatory of Date of Amount of this of this Global following such Trustee or Exchange Global Note Note decrease (or increase) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT Custodian * This schedule should be included only if the Note is issued in global form. ANNEX B NOTATION OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities SUBSIDIARY GUARANTEE Each of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created the Subsidiary Guarantors (which term includes any successor Person under the laws Indenture (as defined below)), has fully and unconditionally guaranteed, to the extent set forth in Article Sixteen of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust First Supplemental Indenture dated as of September January 26, 20022010, by and among Mark Wendel, David Friedman and Pamela WeinerStone Energy Corporation, as Administratorsissuer, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxutthe Subsidiary Guarantors and The Bank of New York Mellon Trust Company, National AssociationN.A., as Institutional TrusteeTrustee (the “Supplemental Indenture”) to the Indenture, BankAtlantic Bancorpdated as of January 26, Inc. 2010 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as Sponsorsupplemented by the Supplemental Indenture, the “Indenture”), and subject to the holders from time to time of undivided beneficial interest provisions in the assets Indenture, the due and punctual payment of the Trust including principal of, and premium, if any, and interest on the designation Notes and all other amounts due and payable under the Indenture and the Notes by the Company. The obligations of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled Subsidiary Guarantors to the benefits Holders of the Guarantee Notes and to the extent provided therein. The Sponsor will provide a copy of Trustee pursuant to the Declaration, the Subsidiary Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As are expressly set forth in Article Sixteen of the Declaration, where an Event of Default has occurred Supplemental Indenture and reference is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated hereby made to the rights of payment of Holders Indenture for the precise terms of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness Subsidiary Guarantee and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.conditions upon which it may be released

Signature Guarantee. (1Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON B [FORM OF NOTATION ON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933RELATING TO GUARANTEE] GUARANTEE Each of the undersigned guarantors (each a “Guarantor” and together, AS AMENDEDthe “Guarantors”), AND MAY NOT BE OFFEREDwhich term includes any successor under the Indenture (the “Indenture”) referred to in the Security upon which this notation is endorsed, SOLDhereby unconditionally and irrevocably guarantees on a senior basis, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATIONjointly and severally with each other Guarantor of the Securities, to each Holder and to the Trustee and its successors and assigns (a) the full and prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and prompt performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, subject to certain limitations set forth in the Indenture (all the foregoing being hereinafter collectively called the “Guarantee Obligations”). THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATIONThe Guarantor further agrees that the Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor shall remain bound under Article XIII of the Indenture notwithstanding any extension or renewal of any Guarantee Obligation. Certificate Number C-1 774 Common Securities September 26Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. Subject to the terms of the Indenture, 2002 Certificate Evidencing Floating Rate Common Securities this Guarantee shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IVthe successors and assigns of the Trustee and the Holders and, a statutory trust created in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the signature of one of its authorized signatories. Notwithstanding any other provision of the Indenture or this Guarantee, under the Indenture and this Guarantee the maximum aggregate amount of the obligations guaranteed by the Guarantor shall not exceed the maximum amount that can be guaranteed without rendering the Indenture or this Guarantee, as it relates to such Guarantor, voidable under applicable federal or state law relating to fraudulent conveyance or fraudulent transfer. This Guarantee shall be governed by and construed in accordance with the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of ConnecticutNew York, without regard to principles conflicts of conflict of lawslaws provisions thereof. UNITED RENTALS, INC. By: Name: Title: UNITED RENTALS (DELAWARE), INC. By: Name: Title: UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE MEMBER By: Name: Title: UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC By: Name: Title:

Signature Guarantee. (1The signature(s) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATIONmust be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to The X.X. Xxxxxxxx Company’s rights agent. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), The undersigned hereby certifies that BankAtlantic Bancorpthe Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, Inc. (as the "Holder") case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the registered Company and the Rights Agent will deem the beneficial owner of common securities the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE SHARES OF CLASS A COMMON STOCK Introduction On October 30, 2020, the Board of Directors of our Company, The X.X. Xxxxxxxx Company, a Massachusetts corporation, authorized the issuance of one Class A Common Stock purchase right (a “Right”), for each outstanding share of Class A Common Stock, par value $1.00 per share, and Class B Common Stock, par value $1.00 per share, (all such shares, the “Common Shares”) outstanding as of the Trust representing undivided beneficial interests close of business on November 9, 2020. The dividend is payable on November 9, 2020 to the shareholders of record on that date. Our Board has adopted this Amended and Restated Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board, with exceptions for the Company and its affiliates. The Amended and Restated Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other specific terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated Rights Agreement as of September 26made between our Company and Computershare Inc., 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declarationa Delaware corporation, as the same may Rights Agent, on October 30, 2020, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be amended from time read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to time (the "Declaration")a Registration Statement on Form 8-A/A dated October 30, 2020 and a Current Report on Form 8-K dated October 30, 2020. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a A copy of the Declaration, the Guarantee and the Indenture to the Holder without agreement is available free of charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsfrom our Company.

Signature Guarantee. Participant in a recognized Signature Guarantee Medallion Program (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under or other signature guarantor acceptable to the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The designationfollowing exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, rightsor exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, privilegeshave been made: Date of Exchange Amount of decrease in Principal Amount [at maturity] of this Global Note Amount of increase in Principal Amount [at maturity] of this Global Note Principal Amount [at maturity] of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * Include in Global Note. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER A.M. Castle & Co. 0000 Xxxxxxxxxx Xxxxx, restrictionsXxxxx 000 Xxx Xxxxx, preferences and other terms and provisions of XX 00000 Wilmington Savings Fund Society, FSB, as Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxx Re: A.M. Castle & Co. – 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 (CUSIP) Reference is hereby made to the Common Securities represented hereby are issued pursuant toIndenture, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26August 31, 20022017 (the “Indenture”), among Mark Wendel, David Friedman and Pamela WeinerA.M. Castle & Co., as Administratorsissuer (the “Company”), Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxutthe guarantors party thereto and Wilmington Savings Fund Society, National AssociationFSB, as Institutional Trustee, BankAtlantic Bancorp, Inc. trustee and as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration")collateral agent. Capitalized terms used herein but not defined herein shall have the meaning meanings given to them in the DeclarationIndenture. The Holder is entitled _________________, (the “Transferor”) owns and proposes to transfer the benefits Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the Guarantee “Transfer”), to _________________ (the extent provided therein“Transferee”), as further specified in Annex A hereto. The Sponsor will provide a copy of In connection with the DeclarationTransfer, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Signature Guarantee. (1Participant in a Recognized Signature Guaranty Medallion Program) 140 SCHEDULE OF EXCHANGES* The following exchanges redemptions or repurchases of a part of this Global Security have been made: Principal Amount Amount of Amount of of this Global Signature of decrease in increase in Security following authorized signatory Principal Amount Principal Amount such decrease of Trustee or Date of Exchange of this Global Security of this Global Security (or increase) Security Custodian ---------------- ----------------------- ----------------------- ------------------ -------------------- -------------------------------------------------------------- * This should be included only if the Security is issued in global form. 141 EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT B FORM OF 1933NOTATION RELATING TO SUBSIDIARY GUARANTEES The form of notation to be set forth on each Security relating to the Subsidiary Guarantees shall be in substantially the following form: SUBSIDIARY GUARANTEE Subject to the limitations set forth in the Indenture, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, the Subsidiary Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each hereinafter referred to as a statutory trust created "Subsidiary Guarantor," which term includes any successor or additional Subsidiary Guarantor under the laws Indenture) have, jointly and severally, unconditionally guaranteed (a) the due and punctual payment of the State principal (and premium, if any) of Connecticut and interest on the Securities, whether at maturity, acceleration, redemption or otherwise, (b) the "Trust")due and punctual payment of interest on the overdue principal of and interest on the Securities, hereby certifies that BankAtlantic Bancorpif any, Inc. to the extent lawful, (c) the "Holder") is the registered owner due and punctual performance of common securities all other obligations of the Trust representing undivided beneficial interests Company to the Holders or the Trustee, all in accordance with the terms set forth in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant toIndenture, and shall (d) in all respects be subject tocase of any extension of time of payment or renewal of any Securities or any of such other obligations, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest same will be promptly paid in the assets of the Trust including the designation of full when due or performed in accordance with the terms of the Common Securities extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The obligations of each Subsidiary Guarantor are limited to the maximum amount as set forth will, after giving effect to all other contingent and fixed liabilities and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in Annex I respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to such amended and restated declarationits contribution obligations under the Indenture, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them result in the Declarationobligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor. The Holder is entitled obligations of the Subsidiary Guarantors to the benefits of Holders or the Guarantee Trustee pursuant to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Subsidiary Guarantee and the Indenture are expressly subordinate to all Guarantor Senior Indebtedness to the Holder without charge upon written request to the Sponsor at its principal place of business. As extent set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders Article XII of the Capital SecuritiesIndenture and reference is made to such Indenture for the precise terms of such subordination. Upon receipt of this CertificateNo stockholder, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificateofficer, the Holder agrees to treatdirector or incorporator, for United States federal income tax purposesas such, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed bypast, and construed in accordance withpresent or future, the laws of the State Subsidiary Guarantors shall have any personal liability under the Subsidiary Guarantee by reason of Connecticuthis or its status as such stockholder, without regard to principles of conflict of lawsofficer, director or incorporator.

Signature Guarantee. Date: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Signature of Signature Guarantee TO BE COMPLETED BY PURCHASER IF (14) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, AS AMENDEDand is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, AND MAY NOT BE OFFEREDcheck the box: Asset Sale¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, SOLDstate the amount ($2,000 or any integral multiple of $1,000): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATIONwhich requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.] EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE]1 NO. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATIONCUSIP NO. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV81787R AC3 ISIN NO. US81787RAC34 9.125% Second-Priority Senior Secured Note due 2019 SEVEN SEAS CRUISES S. DE X.X., a statutory trust created under the laws of the State of Connecticut (the "Trust")Panamanian sociedad de responsibilidad limitada, hereby certifies that BankAtlantic Bancorppromises to pay to Cede & Co., Inc. (the "Holder") is the or registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject toassigns, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as principal sum set forth on the Schedule of Increases or Decreases in Annex I to such amended Global Note attached hereto on May 15, 2019. Interest Payment Dates: November 15 and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsMay 15.

Signature Guarantee. Participant in a recognized Signature Guarantee Medallion Program (1or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE * The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decreasein Principal Amount ofthis Global Note Amount of increase in Principal Amount ofthis Global Note Principal Amountof this Global Notefollowing suchdecrease(or increase) Signature of authorizedsignatory of Trustee orCustodian * This schedule should be included only if the Note is issued in global form. EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT B FORM OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic BancorpTRANSFER Post Holdings, Inc. (0000 X. Xxxxxx Road St. Louis, MO 63144 Attention: Corporate Secretary Xxxxx Fargo Corporate Trust-DAPS Reorg 6th & Marquette Ave 12th Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [fill in full title of securities] Reference is hereby made to the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designationIndenture, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26June 2, 20022014 (the “Indenture”), among Mark WendelPost Holdings, David Friedman and Pamela WeinerInc., as Administratorsissuer (the “Company”), Staxx Xxxxxx Xanx xxx the Guarantors party thereto and Xxxxx Xxmpany xx XxxxxxxxxutFargo Bank, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration")trustee. Capitalized terms used herein but not defined herein shall have the meaning meanings given to them in the DeclarationIndenture. The Holder is entitled ___________________, (the “Transferor”) owns and proposes to transfer the benefits Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the Guarantee “Transfer”), to ___________________________ (the extent provided therein“Transferee”), as further specified in Annex A hereto. The Sponsor will provide a copy of In connection with the DeclarationTransfer, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Signature Guarantee. Signature must be guaranteed by an “eligible guarantor institution” (1i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Name: Address:** Fax No.: * The Company is not required to issue shares of Common Stock to a person holding Preferred Stock until evidence of the book-entry transfer of, or physical delivery of the stock certificates representing such Preferred Stock to be converted (or evidence of loss, theft or destruction thereof) are received by the Company or its Registrar. ** Address where certificated shares of Common Stock, if any, and any other payments or certificates shall be sent by the Company. Global Share Schedule: (include if Security is issued as a global certificate) SCHEDULE A SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY The initial number of shares of Preferred Stock represented by this Global Preferred Certificate shall be [ ]. The following exchanges of a part of this Global Preferred Certificate have been made: Number of shares Amount of decrease Amount of increase represented by this in number of shares in number of shares Global Preferred Date represented by this represented by this Certificate following Signature of of Global Preferred Global Preferred such authorized officer Exchange Certificate Certificate decrease or increase of Registrar EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX B Form of Affiliate Letter Ladies and Gentlemen: The undersigned refers to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 20, 2006, by and among Dxxxx Acquisition Sub LLC a Delaware limited liability company (“NHC/OP Sub”), NHC/OP, L.P., a Delaware limited partnership and the direct parent of NHC/OP Sub (“NHC/OP”), National HealthCare Corporation, a Delaware corporation and the ultimate parent of NHC/OP (“Parent”), and National Health Realty, Inc., a Maryland corporation (the “Company”). Capitalized terms used but not defined in this letter have the meanings given such terms in the Merger Agreement. The undersigned, a holder of shares of Company Common Stock, is entitled to receive in connection with the Merger shares of Parent’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Parent Preferred Stock”). The undersigned acknowledges that the undersigned may be deemed an “affiliate” of the Company within the meaning of Rule 145 (“Rule 145”) promulgated under the Securities Act, although nothing contained herein should be construed as an admission of such fact. If in fact the undersigned were an affiliate under the Securities Act, the undersigned’s ability to sell, assign or transfer the Parent Preferred Stock received by the undersigned in exchange for any shares of Company Common Stock pursuant to the Merger may be restricted unless such sale, assignment or transfer is registered under the Securities Act or an exemption from such registration is available. The undersigned (i) understands that such exemptions are limited and (ii) has obtained advice of counsel as to the nature and conditions of such exemptions, including information with respect to the applicability to the sale of such securities of Rules 144 and 145(d) promulgated under the Securities Act. The undersigned understands that Parent will not be required to maintain the effectiveness of any registration statement under the Securities Act for purposes of resale of Parent Preferred Stock by the undersigned. The undersigned hereby represents to and covenants with Parent that the undersigned will not sell, assign or transfer any of the Parent Preferred Stock received by the undersigned in exchange for shares of Company Common Stock pursuant to the Merger except (i) pursuant to an effective registration statement under the Securities Act, (ii) in conformity with the volume and other limitations of Rule 144 or (iii) in a transaction that, in the opinion of counsel to Parent or other counsel reasonably satisfactory to Parent or as described in a “no-action” or interpretive letter from the staff of the SEC specifically issued with respect to a transaction to be engaged in by the undersigned, is not required to be registered under the Securities Act. In the event of a sale or other disposition by the undersigned pursuant to Rule 145(d) of Parent Preferred Stock, the undersigned will supply Parent with evidence of compliance with such Rule, in the form of a letter in the form of Annex I hereto and the opinion of counsel or no-action letter referred to above. The undersigned understands that Parent may instruct its transfer agent to withhold the transfer of any Parent Preferred Stock disposed of by the undersigned, but that upon receipt of such evidence of compliance Parent shall cause the transfer agent to effectuate the transfer of the Parent Preferred Stock sold as indicated in the letter. The undersigned acknowledges and agrees that the legend set forth below will be placed on certificates representing Parent Preferred Stock received by the undersigned in connection with the Merger or held by a transferee thereof, which legend will be removed by delivery of substitute certificates upon receipt of an opinion in form and substance reasonably satisfactory to Parent from independent counsel reasonably satisfactory to Parent to the effect that such legend is no longer required for purposes of the Securities Act. “THE SHARES REPRESENTED BY THIS COMMON SECURITY HAS NOT BEEN REGISTERED CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE NOT BEEN ACQUIRED BY THE HOLDER WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND . THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 THE REGISTRATION REQUIREMENTS OF THE DECLARATIONSECURITIES ACT OF 1933.” The undersigned acknowledges that (i) the undersigned has carefully read this letter and understands the requirements hereof and the limitations imposed upon the distribution, sale, transfer or other disposition of Parent Preferred Stock and (ii) the receipt by Parent of this letter is an inducement and a condition to Parent’s obligations to consummate the Merger. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws This Agreement shall only become effective as of the State Effective Time of Connecticut the Merger. Very truly yours, Dated: [ ] ANNEX I [Name] On [ ], the undersigned sold the securities of National HealthCare Corporation (“NHC”) described below in the space provided for that purpose (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common “Securities"”). The designationSecurities were received by the undersigned in connection with the merger of National Health Realty, rightsInc., privilegesa Maryland corporation, restrictionswith and into Dxxxx Acquisition Sub LLC, preferences a Delaware limited liability company and other terms an indirect wholly-owned subsidiary of NHC. Based upon the most recent report or statement filed by NHC with the Securities and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject toExchange Commission, the provisions of Securities sold by the Amended and Restated Declaration of Trust of undersigned were within the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as prescribed limitations set forth in Annex I to such amended and restated declarationparagraph (e) of Rule 144 promulgated under the Securities Act of 1933, as the same may be amended from time to time (the "Declaration"“Securities Act”). Capitalized terms used herein but not defined shall have The undersigned represents that the Securities were sold in “brokers transactions,” within the meaning given them of Section 4(4) of the Securities Act, or in transactions with a “market maker,” as that term is defined in Section 3(a)(38) of the DeclarationSecurities Exchange Act of 1934, as amended. The Holder is entitled undersigned further represents that the undersigned has not solicited or arranged for the solicitation of orders to buy the Securities, and that the undersigned has not made any payment in connection with the offer or sale of the Securities to any person other than to the benefits of broker who executed the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment order in respect of Distributions and payments upon Liquidationsuch sale. Very truly yours, redemption or otherwise are subordinated [Space to the rights of payment of Holders be provided for description of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.]

Signature Guarantee. (1Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: --------------------- 58 EXHIBIT A-2 XXXX B FORM OF CERTIFICATE _______,____ First Union National Bank 800 Xxxx Xxxx Xxxxxx - XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Xxxxx Xxxxxxxx, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory XX 00000 Xxxention: Corporate Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic BancorpDepartment Re: Metrocall, Inc. (the "HolderCompany") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust 11% Senior Subordinated Notes due 2008 (the "Common SecuritiesNotes")) Dear Ladies and Gentlemen: This letter relates to U.S. $ principal amount of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. The designation, rights, privileges, restrictions, preferences and other terms and provisions Pursuant to Section 2.2 of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust Indenture dated as of September 26December 22, 20021998 (the "Indenture") relating to the Notes, among Mark Wendelwe hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S under the U.S. Securities Act of 1933. Accordingly, David Friedman and Pamela Weineryou are hereby requested to exchange the Legended Note for an unlegended note representing an identical principal amount of the Notes, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, all in the manner provided for in the Indenture. You and the holders from time Company are entitled to time of undivided beneficial interest rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the assets of matters covered hereby. Terms used in this certificate have the Trust including the designation of the terms of the Common Securities as meanings set forth in Annex I to such amended and restated declarationRegulation S. Very truly yours, as the same may be amended from time to time [Name of Holder] By: -------------------------------- Authorized Signature EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS ________,____ First Union National Bank 800 Xxxx Xxxxxx - XX Xxxxx Xxxxxxxx, XX 00000 Xxtention: Corporate Trust Department Re: Metrocall, Inc. (the "DeclarationCompany"). Capitalized terms used herein but not defined shall have ) 11% Senior Subordinated Notes due 2008 (the meaning given them in the Declaration. The Holder is entitled to the benefits "Notes") Dear Ladies and Gentlemen: In connection with our proposed purchase of $ aggregate principal amount of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the DeclarationNotes, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.we confirm that:

Signature Guarantee. (1Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON B [FORM OF NOTATION ON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933RELATING TO GUARANTEE] GUARANTEE Each of the undersigned guarantors (each a “Guarantor,” or together, AS AMENDEDthe “Guarantors”), AND MAY NOT BE OFFEREDwhich term includes any successor under the Indenture (the “Indenture”) referred to in the Security upon which this notation is endorsed), SOLDhereby unconditionally and irrevocably guarantees on a senior subordinated basis, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATIONjointly and severally with each other Guarantor of the Securities, to each Holder and to the Trustee and its successors and assigns (a) the full and prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and prompt performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, subject to certain limitations set forth in the Indenture (all the foregoing being hereinafter collectively called the “Guarantee Obligations”). THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATIONThe Guarantor further agrees that the Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under Article XIII of the Indenture notwithstanding any extension or renewal of any Guarantee Obligation. Certificate Number C-1 774 Common Securities September 26Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. Subject to the terms of the Indenture, 2002 Certificate Evidencing Floating Rate Common Securities this Guarantee shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IVthe successors and assigns of the Trustee and the Holders and, a statutory trust created in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the signature of one of its authorized signatories. Notwithstanding any other provision of the Indenture or this Guarantee, under the Indenture and this Guarantee the maximum aggregate amount of the obligations guaranteed by the Guarantor shall not exceed the maximum amount that can be guaranteed without rendering the Indenture or this Guarantee, as it relates to such Guarantor, voidable under applicable federal or state law relating to fraudulent conveyance or fraudulent transfer. This Guarantee shall be governed by and construed in accordance with the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of ConnecticutNew York, without regard to principles conflicts of conflict laws provisions thereof. UNITED RENTALS, INC. by Name: Title: INFOMANAGER, INC. by Name: Title: UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER by Name: Title: UNITED RENTALS NORTHWEST, INC. by Name: Title: UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC. ITS MANAGING MEMBER by Name: Title: XXXXX SYSTEMS, INC. by Name: Title: SCHEDULE A Guarantor Place of laws.Formation InfoManager, Inc. Texas United Rentals Highway Technologies Gulf, LLC Delaware United Rentals Northwest, Inc. Oregon United Rentals Realty, LLC Delaware Xxxxx Systems, Inc. California

Signature Guarantee. (1) Center Bancorp, Inc./Amended and Restated Declaration of Trust/Floating Rate EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 310 Common Securities September 26December 18, 2002 2001 Certificate Evidencing Floating Rate Common Securities of BBC Capital Center Bancorp Statutory Trust IV BBC Capital I Center Bancorp Statutory Trust IVI, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Center Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26December 18, 20022001, among Mark WendelXxxx X. Xxxxx, David Friedman Xxxxxxx X. Xxxxxxx and Pamela WeinerXxxxxxx X. Xxxxxx, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx XxxxxxxxxutState Street Bank and Trust Company of Connecticut, National Association, as Institutional Trustee, BankAtlantic Center Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest interests in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.. Center Bancorp, Inc./Amended and Restated Declaration of Trust/Floating Rate

Signature Guarantee. (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, Signature must be guaranteed by a statutory trust created under the laws member of the State New York Stock Exchange or a commercial bank or trust company) 98 EXHIBIT B FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY SunTrust Bank, Atlanta 3495 Xxxxxxxx Xxxx Xxxxxxxx 00, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Xxxention: Corporate Trust Department Re: 11% Senior Subordinated Notes due 2008 of Connecticut Tropical Sportswear Int'l Corporation Reference is hereby made to the Indenture, dated as of June 24, 1998 (the "TrustIndenture"), hereby certifies that BankAtlantic Bancorpamong Tropical Sportswear Int'l Corporation, Inc. as issuer (the "HolderCompany") is the registered owner of common securities ), each of the Trust representing undivided beneficial interests Subsidiary Guarantors listed on Schedule I thereto and SunTrust Bank, Atlanta, trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the assets Indenture. This letter relates to $_________ principal amount of Securities which are evidenced by the Trust Restricted Global Security (CUSIP No. 89700XXX0) xxd held with the Depositary in the name of Cede & Co. (the "Common SecuritiesTransferor"). The designation, rights, privileges, restrictions, preferences and other terms and provisions Transferor has requested a transfer of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided such beneficial interest in the assets Securities to a Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Trust including Regulation S Global Security (CUSIP No. U89600XX0). In connection with such request and in respect of such Securities, the designation Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States Securities Act of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration1933, as the same may be amended from time to time (the "DeclarationSecurities Act"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, accordingly the laws of the State of Connecticut, without regard to principles of conflict of laws.Transferor hereby further certifies that:

Signature Guarantee. 1 1 Signature must be guaranteed by an “eligible guarantor institution” (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IVi.e., a statutory trust created under bank, stockbroker, savings and loan association or credit union) meeting the laws requirements of the State Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of Connecticut 1934, as amended NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the 7.0% Convertible Perpetual Preferred Stock) The undersigned hereby irrevocably elects to convert (the "Trust"“Conversion”) shares of 7.0% Convertible Perpetual Preferred Stock (the “Preferred Stock”), hereby certifies that BankAtlantic Bancorprepresented by stock certificate No(s). _____ (the “Preferred Stock Certificates”) into shares of common stock, par value $0.01 per share (“Common Stock”), of Xxxxx-Xxxxxxxx Energy Inc. (the "Holder"“Corporation”) is according to the registered owner of common securities conditions of the Trust representing undivided beneficial interests in the assets Certificate of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of Designations establishing the terms of the Common Securities as set forth in Annex I to such amended and restated declarationPreferred Stock (the “Certificate of Designations”), as of the same may date written below. If shares are to be amended from time issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to time the holder for any conversion, except for transfer taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). The undersigned represents and warrants that all offers and sales by the undersigned of the shares of Common Stock issuable to the undersigned upon conversion of the Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933 (the "Declaration")“Act”) or pursuant to an exemption from registration under the Act. The Corporation is not required to issue shares of Common Stock until the original Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or its Transfer Agent. The Corporation shall issue and deliver shares of Common Stock to an overnight courier as promptly as practicable following receipt of the original Preferred Stock Certificate(s) to be converted. Capitalized terms used herein but not defined herein shall have the meaning given them meanings ascribed thereto in or pursuant to the DeclarationCertificate of Designations. Date of Conversion: Applicable Conversion Rate: Number of shares of 7.0% Convertible Perpetual Preferred Stock to be Converted: Number of shares of Common Stock to be Issued: Signature: Name: Address:2 Fax No.: 2 Address where shares of Common Stock and any other payments or certificates shall be sent by the Corporation. SCHEDULE A SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY The initial number of shares of 7.0% Convertible Perpetual Preferred Stock represented by this Global Preferred Share shall be _____. The Holder is entitled to the benefits following exchanges of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt part of this CertificateGlobal Preferred Share have been made: Amount of decrease Amount of increase in Number of shares in number of shares number of shares represented by this represented by this represented by this Global Preferred Date of Global Preferred Global Preferred Share following such Signature of authorized Exchange Share Share decrease or increase officer of Registrar ANNEX II FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated as of [_____] [_____], 2009 (this “Agreement”), is made and entered into by and between Xxxxx-Xxxxxxxx Energy Inc., a Delaware corporation (the Holder is bound by “Company”) and Lime Rock Partners V, L.P., a Cayman Islands exempted limited partnership (the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws“Investor”).

Signature Guarantee. (1) 103 EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933B Form of Certificate ______________,___ United States Trust Company of New York 114 Xxxx 00xx Xxxxxx Xxx Xxxx, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Xxx Xxxx 00000 Xxxention: Corporate Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic BancorpDepartment Re: PageMart Wireless, Inc. (the "HolderCompany") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust 11 1/4% Senior Subordinated Discount Notes due 2008 (the "Common SecuritiesNotes")) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. The designation, rights, privileges, restrictions, preferences and other terms and provisions Pursuant to Section 2.01 of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, Indenture (the provisions of the Amended and Restated Declaration of Trust of the Trust "Indenture") dated as of September 26January 28, 20021998 relating to the Notes, among Mark Wendel, David Friedman and Pamela Weinerwe hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as Administratorsamended. Accordingly, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxutyou are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Notes, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, all in the manner provided for in the Indenture. You and the holders from time Company are entitled to time of undivided beneficial interest rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the assets of matters covered hereby. Terms used in this certificate have the Trust including the designation of the terms of the Common Securities as meanings set forth in Annex I Regulation S. Very truly yours, [Name of Holder] By: ------------------------------------ Authorized Signature 104 EXHIBIT C Form of Certificate to such amended and restated declarationBe Delivered in Connection with Transfers to Non-QIB Accredited Investors ____________,___ United States Trust Company of New York 114 Xxxx 00xx Xxxxxx Xxx Xxxx, as the same may be amended from time to time Xxx Xxxx 00000 Xxxention: Corporate Trust Department Re: PageMart Wireless, Inc. (the "DeclarationCompany"). Capitalized terms used herein but not defined shall have ) 11 1/4% Senior Subordinated Discount Notes due 2008 (the meaning given them in the Declaration. The Holder is entitled to the benefits "Notes") Dear Sirs: In connection with our proposed purchase of $___________________ aggregate principal amount at maturity of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the DeclarationNotes, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.we confirm that:

Signature Guarantee. Participant in a recognized Signature Guarantee Medallion Program (1or other signature guarantor acceptable to the Trustee). Schedule of Exchanges of Interests in the Global Note* The following exchanges of a part of this Global Note for other Notes have been made: Principal Amount of Signature of Amount of decrease Amount of increase this Global Note authorized signatory in Principal Amount in Principal Amount following such of Trustee or Date of Exchange of this Global Note of this Global Note decrease (or increase) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT Custodian * This schedule should be included only if the Note is issued in global form. ANNEX B NOTATION OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities SUBSIDIARY GUARANTEE Each of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created the Subsidiary Guarantors (which term includes any successor Person under the laws Indenture (as defined below)), has fully and unconditionally guaranteed, to the extent set forth in Article Sixteen of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust Fourth Supplemental Indenture dated as of September 26May 23, 20022011, by and among Mark Wendel, David Friedman and Pamela WeinerConcho Resources Inc., as Administratorsissuer, Staxx Xxxxxx Xanx xxx the Subsidiary Guarantors and Xxxxx Xxmpany xx XxxxxxxxxutFargo Bank, National Association, as Institutional TrusteeTrustee (the “Supplemental Indenture”) to the Indenture, BankAtlantic Bancorpdated as of September 18, Inc. 2009 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as Sponsorsupplemented by the Supplemental Indenture, the “Indenture”), and subject to the holders from time to time of undivided beneficial interest provisions in the assets Indenture, the due and punctual payment of the Trust including principal of, and premium, if any, and interest on the designation Notes and all other amounts due and payable under the Indenture and the Notes by the Company. The obligations of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled Subsidiary Guarantors to the benefits Holders of the Guarantee Notes and to the extent provided therein. The Sponsor will provide a copy of Trustee pursuant to the Declaration, the Subsidiary Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As are expressly set forth in Article Sixteen of the Declaration, where an Event of Default has occurred Supplemental Indenture and reference is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated hereby made to the rights of payment of Holders Indenture for the precise terms of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness Subsidiary Guarantee and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsconditions upon which it may be released.

Signature Guarantee. SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (1"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED The transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the transferor hereby further certifies that the beneficial interest or certificated Senior Discount Note is being transferred to a Person that the transferor reasonably believed and believes is purchasing the beneficial interest or certificated Senior Discount Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such transfer is in compliance with any applicable securities laws of any state of the United States. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or certificated Senior Discount Note will be subject to the restrictions on transfer enumerated on the Rule 144A Senior Discount Notes and/or the certificated Senior Discount Note and in the Indenture and the Securities Act. Dated: ------------------------------ ---------------------------------------- NOTICE: To be executed by an executive officer EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX C [FORM OF LEGEND FOR REGULATION S SENIOR DISCOUNT NOTE] THIS COMMON SECURITY SENIOR DISCOUNT NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS FROM, OR IN A TRANSACTION NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE DECLARATIONSECURITIES ACT. Certificate Number C-1 774 Common Securities September 26BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.THE HOLDER:

Signature Guarantee. Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (1"STAMP") EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITY2 The following exchanges of a part of this Global Security for Definitive Securities have been made: DATE OF EXCHANGE AMOUNT OF DECREASE AMOUNT OF INCREASE PRINCIPAL AMOUNT OF SIGNATURE OF IN PRINCIPAL IN PRINCIPAL THIS COMMON GLOBAL SECURITY HAS NOT BEEN REGISTERED UNDER THE AUTHORIZED AMOUNT AMOUNT OF THIS FOLLOWING SUCH SIGNATORY OF THIS GLOBAL GLOBAL SECURITY DECREASE (OR OF TRUSTEE OR SECURITY INCREASE) SECURITIES ACT CUSTODIAN FORM OF 1933NOTATION ON UNIT CERTIFICATE RELATING TO SUBSIDIARY GUARANTEE Subject to the limitations and provisions set forth in the Indenture, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, the Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each hereinafter referred to as a statutory trust created "Guarantor," which term includes any successor or additional Guarantor under the laws Indenture) have, jointly and severally, unconditionally guaranteed (a) the due and punctual payment of the State principal of, premium, if any, and interest on the Series A Securities and Series B Securities, and all other amounts payable under the Indenture and the Series A Securities and Series B Securities by the Company whether at maturity, acceleration, redemption, repurchase or otherwise, (b) the due and punctual payment of Connecticut interest on the overdue principal of, premium, if any, and interest on the Series A Securities and Series B Securities, to the extent lawful, (c) the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner due and punctual performance of common securities all other obligations of the Trust representing undivided beneficial interests Company to the Holders or the Trustee, all in accordance with the terms set forth in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant toIndenture, and shall (d) in all respects be subject tocase of any extension of time of payment or renewal of any Series A Securities and Series B Securities or any of such other obligations, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest same will be promptly paid in the assets of the Trust including the designation of full when due or performed in accordance with the terms of the Common Securities as set forth in Annex I to such amended and restated declarationextension or renewal, as the same may be amended from time to time (the "Declaration")whether at Stated Maturity, by acceleration or otherwise. Capitalized terms used herein but not defined shall have the meaning given meanings assigned to them in the DeclarationIndenture unless otherwise indicated. The Holder is obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the benefits Adjusted Net Assets of each Guarantor. No stockholder, officer, director or incorporator, as such, past, present or future, of the Guarantors shall have any personal liability under the Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. Any Guarantor may be released from its Guarantee upon the terms and subject to the conditions provided in the Indenture. All terms used in this notation of Guarantee which are defined in the Indenture referred to in this Security upon which this notation of Guarantee is endorsed shall have the meanings assigned to them in such Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof and in the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. [NAME OF EACH SUBSIDIARY GUARANTOR] Attest: By: Secretary President TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the notation of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture 12 1/4% Series A Senior Notes due 2004 evidenced by this Unit Certificate referred to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securitieswithin-mentioned Indenture. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.Authenticated: Dated: THE BANK OF NEW YORK Trustee By: Authorized Signatory

Signature Guarantee. (1Signature must be guaranteed) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX [FORM OF GUARANTEE] For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article Ten of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article Ten of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of April 29, 1998, among Xxxxxx Offshore LLC, a Delaware limited liability company and Xxxxxx Offshore Finance Corp., a Delaware corporation, the Subsidiary Guarantors named therein and U.S. Bank Trust National Association, as trustee (the "Trustee"), as amended or supplemented (the "Indenture"). The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDGUARANTEE SHALL BE GOVERNED BY, AND MAY NOT BE OFFEREDCONSTRUED IN ACCORDANCE WITH, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 THE LAWS OF THE DECLARATIONSTATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities Each Subsidiary Guarantor hereby agrees to submit to the jurisdiction of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws courts of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of release upon the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsIndenture.

Signature Guarantee. (1) 101 EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933B Form of Certificate The Bank of New York ________________, AS AMENDED____ 101 Xxxxxxx Xxxxxx Xxxor 21 Wxxx Xxx Xxxx, AND MAY NOT BE OFFEREDXxx Xxxx 00000 Xxxention: Corporate Trust Administration Allegiance Telecom, SOLDInc. 1950 Xxxxxxxx Xxxx., PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26Xxxxx 0000 Xxxxxx, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic BancorpXxxxx 00000 Xxxention: Chief Financial Officer Re: Allegiance Telecom, Inc. (the "HolderCompany") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust 11 3/4% Senior Discount Notes due 2008 (the "Common SecuritiesNotes")) Dear Sirs: This letter relates to U.S. $_______________ principal amount at maturity of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. The designation, rights, privileges, restrictions, preferences and other terms and provisions Pursuant to Section 2.01 of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, Indenture (the provisions of the Amended and Restated Declaration of Trust of the Trust "Indenture") dated as of September 26February 3, 20021998 relating to the Notes, among Mark Wendel, David Friedman and Pamela Weinerwe hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as Administratorsamended. Accordingly, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxutyou are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Notes, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, all in the manner provided for in the Indenture. You and the holders from time Company are entitled to time of undivided beneficial interest rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the assets of matters covered hereby. Terms used in this certificate have the Trust including the designation of the terms of the Common Securities as meanings set forth in Annex I Regulation S. Very truly yours, [Name of Holder] By: ---------------------------------- Authorized Signature 102 EXHIBIT C Form of Certificate to such amended and restated declarationBe Delivered in Connection with Transfers to Non-QIB Accredited Investors ____________, as the same may be amended from time to time ____ The Bank of New York 101 Xxxxxxx Xxxxxx Xxxxx 21 West New York, NY 10286 Attention: Corporate Trust Administration Allegiance Telecom, Inc. 1950 Xxxxxxxx Xxxx., Xxxxx 0000 Xxxxxx, Xxxxx 00000 Xxxention: Chief Financial Officer Re: Allegiance Telecom, Inc. (the "DeclarationCompany"). Capitalized terms used herein but not defined shall have ) 11 3/4% Senior Discount Notes due 2008 (the meaning given them in the Declaration. The Holder is entitled to the benefits "Notes") Dear Sirs: In connection with our proposed purchase of $__________________ aggregate principal amount at maturity of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the DeclarationNotes, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.we confirm that:

Signature Guarantee. 00 XXXXXXX X-0 [Form of Notation on Security Relating to Subsidiary Guarantee] SUBSIDIARY GUARANTEE Subject to the limitations set forth in the Indenture, the Subsidiary Guarantors (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933as defined in the Indenture referred to in the Security upon which this notation is endorsed, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, and each hereinafter referred to as a statutory trust created "Subsidiary Guarantor," which term includes any successor or additional Subsidiary Guarantor under the laws Indenture) have unconditionally guaranteed (a) the due and punctual payment of the State of Connecticut principal of, premium (the "Trust"if any), hereby certifies that BankAtlantic Bancorpand interest on the Securities, Inc. whether at maturity, acceleration, redemption or otherwise, (b) the "Holder"due and punctual payment of interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, (c) is the registered owner due and punctual performance of common securities all other obligations of the Trust representing undivided beneficial interests Company to the Holders or the Trustee, all in accordance with the terms set forth in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant toIndenture, and shall (d) in all respects be subject tocase of any extension of time of payment or renewal of any Securities or any of such other obligations, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest same will be promptly paid in the assets of the Trust including the designation of full when due or performed in accordance with the terms of the Common Securities as set forth in Annex I to such amended and restated declarationextension or renewal, as the same may be amended from time to time (the "Declaration")whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein but not defined shall have the meaning given meanings assigned to them in the DeclarationIndenture unless otherwise indicated. The Holder is entitled No stockholder, officer, director or incorporator, as such, past, present or future, of the Subsidiary Guarantors shall have any personal liability under this Subsidiary Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. This Subsidiary Guarantee shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefits benefit of the Guarantee to the extent provided therein. The Sponsor will provide a copy successors and assigns of the Declaration, the Guarantee Trustee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth Holders and, in the Declaration, where an Event event of Default has occurred and is continuingany transfer or assignment of rights by any Holder or the Trustee, the rights of Holders of Common Securities and privileges herein conferred upon that party shall automatically extend to payment and be vested in respect of Distributions and payments upon Liquidationsuch transferee or assignee, redemption or otherwise are subordinated all subject to the rights terms and conditions hereof and in the Indenture. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of payment of Holders of authentication on the Capital Securities. Upon receipt of Security upon which this Certificate, the Holder Subsidiary Guarantee is bound noted shall have been executed by the Declaration Trustee under the Indenture by the manual signature of one of its authorized signatories. Subsidiary Guarantors: DAILXX XXXERNATIONAL, INC., a Delaware corporation By ------------------------------- Name: Title: 85 DAILXX XXXERNATIONAL SALES CORPORATION, a Delaware corporation By ------------------------------- Name: Title: COLUMBIA PETROLEUM SERVICES CORP., a Delaware corporation By ------------------------------- Name: Title: INTERNATIONAL PETROLEUM SERVICES, INC., a Delaware corporation By ------------------------------- Name: Title: DAILXX XXXIRONMENTAL REMEDIATION TECHNOLOGIES, INC., a Texas corporation By ------------------------------- Name: Title: DAILXX XXXLDWIDE SERVICES, CORP., a Texas corporation By ------------------------------- Name: Title: XXX XXXXXXXX XXXERNATIONAL, INC., a Delaware corporation By ------------------------------- Name: Title: AIR DRILLING SERVICES, INC., a Wyoming corporation By ------------------------------- Name: Title: 00 XXXXXXX X-0 [Form of Legend For Global Securities] Any Global Security authenticated and is entitled delivered hereunder shall bear a legend in addition to the benefits thereunderPrivate Placement Legend, if required pursuant to Section 2.14, in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. By acceptance of this CertificateTHIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsAND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Signature Guarantee. Date: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Signature of Signature Guarantee TO BE COMPLETED BY PURCHASER IF (14) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, AS AMENDED, AND MAY NOT and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE OFFERED, SOLD, PLEDGED ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR OTHERWISE TRANSFERRED EXCEPT PURSUANT DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws Control) of the State Indenture, check the box: Asset Sale ¨ Change of Connecticut Control ¨ If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. Asset Sale) or 4.08 (the "Holder"Change of Control) is the registered owner of common securities of the Trust representing undivided beneficial interests Indenture, state the amount ($2,000 or any integral multiple of $1,000 in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.excess thereof): $

Signature Guarantee. 1/ ---------- /1/ Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Security registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (1"STAMP") EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX or such other "signature guarantee program" as may be determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 310 Common Securities September June 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital ECB Statutory Trust IV BBC Capital I ECB Statutory Trust IVI, a statutory trust created under the laws of the State of Connecticut (the "Trust"), hereby certifies that BankAtlantic ECB Bancorp, Inc. (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September June 26, 2002, among Mark WendelXxxxxx X. Xxxxxx, David Friedman III and Pamela WeinerXxxx X. Xxxxx, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx XxxxxxxxxutState Street Bank and Trust Company of Connecticut, National Association, as Institutional Trustee, BankAtlantic ECB Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.

Signature Guarantee. (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933207. Form of Parent Guarantee. Parent Guarantee For value received, AS AMENDEDthe Parent Guarantor hereby unconditionally guarantees, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under to the laws Holder of the State Security upon which this Parent Guarantee is endorsed, and to the Trustee on behalf of Connecticut (such Holder, the "Trust"), hereby certifies that BankAtlantic Bancorp, Inc. (the "Holder") is the registered owner of common securities due and punctual payment of the Trust representing undivided beneficial interests in the assets principal of the Trust (the "Common Securities"). The designationand premium, rights, privileges, restrictions, preferences if any) and other terms interest on such Security when and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of the Company punctually to make any such payment, the Parent Guarantor hereby agrees to cause such payment to be amended from time to time (made punctually when and as the "Declaration"). Capitalized terms used herein but not defined same shall have become due and payable, whether at the meaning given them in Stated Maturity or by acceleration, call for redemption or otherwise, and as if such payment were made by the DeclarationCompany. The Parent Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of any invalidity, irregularity or unenforceability of this Security or the Indenture, the absence of any action to enforce the same or any release or amendment or waiver of any term of any other guarantee of, all or of any of the Securities, any waiver or consent by the Holder is entitled of such Security or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that notwithstanding the foregoing, no such release, amendment, waiver, consent or judgment shall, without the consent of the Parent Guarantor, increase the principal amount of such Security or increase the rate or rates of interest thereon, or increase any premium payable upon redemption thereof, or alter the stated maturity thereof or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of maturity thereof. The Parent Guarantor hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby, and covenants that this Parent Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Parent Guarantee; provided, however, that the Parent Guarantor receives prompt written notice of any failure by the Company to make any payment of principal, premium, if any, or interest or any sinking fund or analogous payment. The Parent Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at their Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee terms and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As conditions set forth in the DeclarationIndenture, where directly against the Parent Guarantor to enforce this Parent Guarantee without first proceeding against the Company. No reference herein to the Indenture and no provision of this Parent Guarantee or of the Indenture shall alter or impair the guarantee of the Parent Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Parent Guarantee is endorsed. This Parent Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an Event assignment for the benefit of Default has occurred creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is continuingrescinded, reduced, restored or returned, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidationshall, redemption or otherwise are subordinated to the rights fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. [If applicable, insert relevant subordination language in accordance with Article Fourteen.] All terms used in this Parent Guarantee which are defined in the Indenture referred to in the Security upon which this Parent Guarantee is endorsed shall have the meanings assigned to them in such Indenture. This Parent Guarantee shall not be valid or obligatory for any purpose until the certificate of payment of Holders of authentication on the Capital Securities. Upon receipt of Security upon which this Certificate, the Holder Parent Guarantee is bound endorsed shall have been executed by the Declaration and is entitled to Trustee under the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of lawsIndenture by manual signature.

Signature Guarantee. (1) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Notice The signature to the foregoing Election to Purchase and related Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, AS AMENDEDwithout alteration or enlargement or any change whatsoever. Signatures must be guaranteed by an approved eligible financial institution acceptable to the Rights Agent in its sole discretion or by a participant in the Security Transfer Agents Medallion Program, AND MAY NOT BE OFFEREDthe Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Guarantee Program. In the event the certification set forth above is not completed, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under the laws Company will deem the beneficial owner of the State Rights evidenced by this Rights Certificate to be an Acquiring Person or an Adverse Person or an Affiliate or Associate thereof and, in the case of Connecticut an exercise of less than all of the Rights evidenced by this Rights Certificate, will affix a legend to that effect on any Rights Certificates issued for the balance of such Rights in exchange for this Rights Certificate. EXHIBIT B TO AMENDED AND RESTATED RIGHTS AGREEMENT SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On November 24, 1998, the Board of Directors (the "TrustBoard") of MIM Corporation (the "Company") declared a dividend of one right ("Right") for each outstanding share of the Company's Common Stock, par value $.0001 per share ("Company Common Stock"), hereby certifies that BankAtlantic Bancorpto stockholders of record at the close of business on December 4, Inc. 1998 (the "HolderRecord Date") is and for each share of Company Common Stock issued (including shares distributed from the Company's treasury) by the Company thereafter and prior to the Distribution Date (as defined below). Each Right entitles the registered owner of common securities holder, subject to the terms of the Trust representing undivided beneficial interests in Amended and Restated Rights Agreement (as defined below), to purchase from the assets Company one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.0001 per share ("Preferred Stock"), of the Trust Company, at a purchase price of $20.00 per share, in cash (the "Common SecuritiesPurchase Price"), subject to adjustment. The designation, rights, privileges, restrictions, preferences description and other terms and provisions of the Rights are set forth in an Amended and Restated Rights Agreement, dated as of December 3, 2002 (the "Amended and Restated Rights Agreement"), between the Company and American Stock Transfer & Trust Company, as Rights Agent. In general, each Unit has substantially the same economic attributes and carries substantially the same voting rights as one share of Company Common Stock. Copies of the Amended and Restated Rights Agreement have been filed with the Securities represented hereby and Exchange Commission as exhibits to a Post-Effective Amendment No. 3 to Registration Statement on Form 8-A/A dated December 4, 2002(the "Form 8-A/A") and are issued pursuant to, publicly available. Copies of the Amended and shall Restated Rights Agreement are also available free of charge from the Company. This summary description of the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all respects be subject to, the provisions of the Amended and Restated Declaration Rights Agreement and the Certificate of Trust Designations creating the Preferred Stock, including the definitions therein of certain terms, which Amended and Restated Rights Agreement and Certificate of Designations are incorporated herein by reference. Description of the Trust dated as Rights Initially, the Rights will attach to all certificates representing shares of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsoroutstanding Company Common Stock, and no separate Rights certificates will be distributed; the holders Rights will not be separately traded. The Rights will separate from time the Company Common Stock and the "Distribution Date" will occur upon the earliest of (i) 10 business days (or, subject to time of undivided beneficial interest in the assets certain limitations, such later date as may be determined by action of the Trust including Board prior to such time) following a public announcement (the designation date of such announcement being the "Stock Acquisition Date") that (a) a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of 15% or more of the terms then outstanding shares of Company Common Stock or (b) the Common Securities as set forth Board has, in Annex I to such amended and restated declaration, as accordance with the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As criteria set forth in the DeclarationAmended and Restated Rights Agreement, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders declared a person who beneficially owns at least 10% of the Capital Securities. Upon receipt then outstanding shares of this CertificateCompany Common Stock to be an "Adverse Person," (ii) 10 business days (or, the Holder is bound subject to certain limitations, such later date as may be determined by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws action of the State Board prior to such time) following the commencement of Connecticuta tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of the then outstanding shares of Company Common Stock and (iii) the occurrence of a Flip-Over Event (as defined below). Until the Distribution Date, without regard to principles of conflict of laws.(i) the Rights will be evidenced solely by Company Common Stock certificates and will be transferred with and only with such Company Common Stock certificates,

Signature Guarantee. (1Signature must be guaranteed) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, a statutory trust created under Signatures must be guaranteed by an "eligible guarantor institution" meeting the laws requirements of the State Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of Connecticut 1934, as amended. EXHIBIT B-1 Form of Certification to be Given by Holder of Beneficial Interest in a Temporary Regulation S Global Security Re: FLOWSERVE FINANCE B.V. (the "TrustIssuer"), hereby certifies that BankAtlantic Bancorp, Inc. ) o% Senior Subordinated Notes due 2010 (the "HolderNotes") is the registered owner [Morgxx Xxxranty Trust Company of common securities New York, Brussels office, as operator of the Trust representing undivided beneficial interests in Euroclear System][Clearstream Banking, Societe anonyme] Securities, [CUSIP No. ][ISIN No. ] Reference if hereby made to the assets Indenture dated as of the Trust o, 2000 (the "Common SecuritiesIndenture"). ) between the Issuer and The designation, rights, privileges, restrictions, preferences and other terms and provisions Bank of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela WeinerNew York, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, and the holders from time to time of undivided beneficial interest in the assets of the Trust including the designation of the terms of the Common Securities as set forth in Annex I to such amended and restated declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but and not otherwise defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As meanings set forth in the DeclarationIndenture. [For purposes of acquiring a beneficial interest in the Permanent Regulation S Global Security upon the expiration of the Restricted period,] [For purposes of receiving payments under the Temporary Regulation S Global Security,] the undersigned Holder of a beneficial interest in the Temporary Regulation S Global Security issued under the Indenture certifies that it is [not a U.S. Person as defined by Regulation S under][a U.S. Person who purchased the beneficial interest in the Security pursuant to an exemption from, where an Event or transfer not subject to,] the Securities Act of Default has occurred and is continuing1933, the rights of Holders of Common Securities as amended. We undertake to payment in respect of Distributions and payments upon Liquidation, redemption advise you promptly by telex on or otherwise are subordinated prior to the rights date on which you intend to submit your corresponding certification relating to the Securities held by you if any applicable statement herein is not correct on such date, and in the absence of payment any such notification it may be assumed that this certificate applies as of Holders such date. We understand that this certificate is required in connection with certain securities laws of the Capital SecuritiesUnited States. Upon receipt In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocable authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and for the benefit of this Certificatethe Initial Purchasers. 181 Date: By: -------------------------- as, or as agent for, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided a beneficial ownership interest in the Debentures. This Common Security is governed bySecurities to which this certificate relates EXHIBIT B-2 Form of Euroclear and Clearstream Certificate Re: FLOWSERVE FINANCE B.V. (the "Issuer") o% Senior Subordinated Notes due 2010 (the "Notes") , and construed in accordance withas Paying Agent [address of Paying Agent] , the laws as Trustee [address of the State of Connecticut, without regard to principles of conflict of laws.Trustee]

Signature Guarantee. EXHIBIT B Form of Certificate The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000-0000 Telecopier No.: (1000) EXHIBIT A-2 XXXX XX XXXXXX XXXXXXXX XXXXXXXXXXX THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER 000-0000 or 8178 Attention: Capital Markets Fiduciary Services RE: CARRIER1 INTERNATIONAL S.A. (THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF "COMPANY") 13 1/4% SENIOR DOLLAR NOTES DUE 2009 (THE DECLARATION. Certificate Number C-1 774 Common Securities September 26, 2002 Certificate Evidencing Floating Rate Common Securities "NOTES") Dear Sirs: This letter relates to U.S.$________ principal amount of BBC Capital Statutory Trust IV BBC Capital Statutory Trust IV, Notes represented by a statutory trust created under the laws of the State of Connecticut Note (the "TrustLegended Note")) which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02(a) of the Indenture dated as of February 19, hereby certifies that BankAtlantic Bancorp, Inc. 1999 (the "HolderIndenture") is relating to the registered owner Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of common securities Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the Trust legended certificate for an unlegended certificate representing undivided beneficial interests an identical principal amount of Notes, all in the assets of manner provided for in the Trust (the "Common Securities")Indenture. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued pursuant to, and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of September 26, 2002, among Mark Wendel, David Friedman and Pamela Weiner, as Administrators, Staxx Xxxxxx Xanx xxx Xxxxx Xxmpany xx Xxxxxxxxxut, National Association, as Institutional Trustee, BankAtlantic Bancorp, Inc. as Sponsor, You and the holders from time Company are entitled to time of undivided beneficial interest rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the assets of matters covered hereby. Terms used in this certificate have the Trust including the designation of the terms of the Common Securities as meanings set forth in Annex I to such amended and restated declarationRegulation S. Very truly yours, as the same may be amended from time to time [Name of Holder] By: --------------------------------- Authorized Signatory EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS __________, __ The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000-0000 Telecopier No.: (the 000) 000-0000 or 8178 Attention: Capital Markets Fiduciary Services RE: CARRIER1 INTERNATIONAL S.A. (THE "DeclarationCOMPANY"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits ) 13 1/4% SENIOR DOLLAR NOTES DUE 2009 (THE "NOTES") Dear Sirs: In connection with our proposed purchase of $___________ aggregate principal amount of the Guarantee to the extent provided therein. The Sponsor will provide a copy Notes, in accordance with Section 2.08(a) of the DeclarationIndenture referred to below, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. As set forth in the Declaration, where an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. This Common Security is governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to principles of conflict of laws.we confirm that: