Common use of Xxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxx. XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)

Xxxxxxxxxxx. XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________________________________________________________ _. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ ------------------------------------- (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)

Xxxxxxxxxxx. XXX, INC. By: ---------------------------------- Xxxxxxx X. Poster, President Initial Holder of Warrant: ------------------ Number of Shares: --------------------------- EXHIBIT A FORM OF EXERCISE (to be executed by the Holder) The undersigned, pursuant Holder hereby exercises its rights to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to subscribe for and purchase (check applicable box): ___ ________ shares of common stock, par value $.01 ("Common Stock"), of XXXXXXXXXXX.XXX, INC. evidenced by the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such attached Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned and herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is Purchase Price of $____________ therefor in full. Such payment takes Please issue a certificate in the form of (check applicable box or boxes): ___ $__________ in lawful money name of the United States; and/or ___ Holder for the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this instructions given below and issue a replacement Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name ofof the Holder for the unexercised balance, and delivered if any, of the right to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales purchase Warrant Shares evidenced by the undersigned attached Warrant which were not exercised hereby. Dated: ---------------------------------- ------------------------------------ Signature of the securities issuable upon exercise of the within Warrant shall be made pursuant to Holder Instructions for registration of the Common Stock under the Securities Act shares Social Security or Employer Identification Number of 1933Holder: --------------------------- Address of Holder: -------------------------------------------- Xxxxxx -------------------------------------------- Xxxx, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ (Address) Exhibit Xxxxx and Zip Code EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT RESTRICTIVE LEGEND TO BE IMPRINTED ON WARRANT SHARES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (To be signed only on transfer of WarrantTHE "SECURITIES ACT"), AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (1) For value received, the undersigned hereby sells, assigns, and transfers unto the person(sTHE HOLDER THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SHARES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED OR (2) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)SUCH APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES SHALL HAVE BECOME EFFECTIVE.

Xxxxxxxxxxx. XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (By: ----------------------------------- Xxxxxx X. Xxxxxxx Chief Executive Officer and President ATTEST: By: ------------------------------- Xxxxx Xxxxxxxxx Chief Financial Officer Exhibit B FORM OF RIGHT CERTIFICATES Certificate No.____), hereby irrevocably elects to purchase (check applicable box): ___ __. R-______ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is Rights NOT EXERCISABLE AFTER OCTOBER 9, 2008 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT (SUBJECT TO ADJUSTMENT) AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY A PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF SUCH PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND SUBSEQUENT HOLDERS OF SUCH RIGHTS MAY BECOME NULL AND VOID. RIGHT CERTIFICATE XXXXXXXXXXX.XXX, INC. This certifies that __________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated effective as of October 9, 1998 (the "Rights Agreement"), between XxxxxxxXxxx.xxx, Inc., a Minnesota corporation (the "Company"), and Norwest Bank Minnesota, N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., Minneapolis time, on October 9, 2008 at the office or offices of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the Company, at a purchase price of $22.00 (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of October 30, 1998 based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or offices of the Rights Agent and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), any Rights that are or were acquired or beneficially owned by any Acquiring Person or Adverse Person (or any Associate or Affiliate of such Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this certificate (a) may, but are not required to, be redeemed by the Company at a redemption price of $.001 per Right, subject to adjustment as provided in the Rights Agreement, and (b) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares. Under certain circumstances set forth in the Rights Agreement, however, the Rights may not be redeemed for a period of one hundred eighty (180) days. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officer of the Company. Dated: October _____________________________________, 1998 XXXXXXXXXXX.XXX, INC. By --------------------------------- Xxxxxx X. Xxxxxxx Its Chief Executive Officer and President Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, N.A. By -------------------------------- Authorized Signature B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, ___________ . The undersigned represents hereby sells, assigns and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _________________transfers unto ______________________ (Signature must conform to print name of holder as specified on the face of the Warranttransferee) _______________________________________ (Addressprint address of transferee) Exhibit B this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Please insert social security number, taxpayer identification number or other identifying number: ------------------------------------------- Dated: ------------------------ Signature Signature Guaranteed: --------------------------------------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Form of Reverse Side of Right Certificate Continued FORM OF TRANSFEROR ENDORSEMENT ELECTION TO PURCHASE (To be signed only on transfer of Warrantexecuted if holder desires to exercise the Right Certificate) For value received, the To: [Name] The undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right irrevocably elects to exercise ________ Rights represented by the within Warrant this Right Certificate to purchase the percentage Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number: --------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number, taxpayer identification number or other identifying number: --------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ---------------------------- ---------------------------- Signature Signature Guaranteed: --------------------------------------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Exhibit C XXXXXXXXXXX.XXX, INC. SUMMARY OF RIGHTS AGREEMENT On October 8, 1998, the Board of Directors of XxxxxxxXxxx.xxx, Inc. (the "Company"), declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of the Company's Common Stock, par value $.01 per share (the "Common Shares"), payable to shareholders of record at the close of business on October 30, 1998 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company at any time following the Distribution Date (as defined below) one one-hundredth of a share (a "Preferred Share Fraction") of the Company's Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Shares"), at a purchase price of $22.00 per Preferred Share Fraction (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated effective as of October 9, 1998, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"). As of October 1, 1998, the Company had 15,778,866 Common Shares outstanding. Each outstanding Common Share on October 30, 1998 will receive one Right. So long as the Rights Agreement remains in effect and the Rights continue to remain attached to and trade with the Common Shares, the Company will issue one Right for each Common Share issued between the Record Date and any Distribution Date (as defined below), so that all outstanding shares will have attached Rights. Assuming 15,778,866 shares of Common Stock are outstanding on the Record Date, the Company will have initially reserved for issuance upon exercise of XXXXXXXXXXX.XXXthe Rights 100,000 Preferred Shares. Until the Distribution Date (as defined below), INCthe Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificates registered in the names of the holders on the Record Date, and no separate Rights Certificates will be distributed. The Rights will be transferred with and only with such Common Share Certificates. The Rights will separate from the Common Shares and will be distributed to the holders thereof in the form of a Rights Certificate on the "Distribution Date," which shall be the within Warrant relates specified first to occur of the following: (i) ten days after the first date of a public announcement that a Person, individually or together with a group of Affiliates or Associates of such Person, but not including any Person exempted under the headings Rights Agreement (an "Percentage Transferred" Exempt Person"), has become the beneficial owner of 15% (20% for certain shareholders specified in the Rights Agreement) or more of the outstanding Common Shares, other than as a result of a Permitted Offer, as defined below (an "Acquiring Person") (the "Shares Acquisition Date"), (ii) the tenth day (or such later date as the Board of Directors may determine) following the commencement by any Person, or the first public announcement of the intention of any Person to commence, a tender or exchange offer that would result in any Person becoming an Acquiring Person, or (iii) the tenth day after a determination by the Board of Directors that a Person is an Adverse Person, which shall occur upon a finding that such Person, alone or together with its Affiliates and "Number Transferred," respectivelyAssociates, opposite has become the name(s) beneficial owner of such person(sa substantial amount of Common Shares (which amount shall in no event be less than 10% of the Common Shares then outstanding) and appoints each (a) such person Attorney beneficial ownership by such Person is intended to transfer its respective right cause the Company to repurchase the Common Shares beneficially owned by such Person or to cause pressure on the books Company to take action or enter into a transaction or series of XXXXXXXXXXX.XXX, INC. transactions intended to provide such Person with full power short-term financial gain under circumstances where the Board of substitution in Directors determines that the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face best long-term interests of the warrantCompany and its shareholders would not be served by taking such action or entering into such transaction or series of transactions at that time or (b) Signed in such beneficial ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers or impairment of the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (NameCompany's ability to maintain its competitive position).

Xxxxxxxxxxx. XXXAny claim, INCdispute, or controversy (“Claim”) arising out of or relating in any way to: i) this Agreement; ii) the Account; iii) the Cards of Cardholders designated by you, if any; iv) the acquisition of the Account; v) your use of the Account; vi) the amount of available funds in the Account; vii) advertisements, promotions or oral or written statements related to the Account, as well as goods or services purchased with the Account; viii) the benefits and services related to the Account; or ix) transactions on the Account, no matter how described, pleaded or styled, shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures. The undersigned, This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the provisions set forth Federal Arbitration Act (9 U.S.C. 1-16). We will pay the initial filing fee to commence arbitration and any arbitration hearing that you attend shall take place in the attached Warrant (No.____)federal judicial district of your residence. ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, hereby irrevocably elects to purchase (check applicable box): ___ ________ shares NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. For a copy of the Common Stock covered by such Warrant; procedures, to file a Claim or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant for other information about this organization, contact it at: AAA, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or at xxx.xxx.xxx. All determinations as to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrantscope, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes interpretation, enforceability and validity of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant Agreement shall be made pursuant to registration final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. This arbitration provision shall survive: i) the termination of the Common Stock under Agreement; ii) the Securities Act bankruptcy of 1933any party; iii) any transfer, as amended (sale or assignment of the "Securities Act") Account, or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified any amounts owed on the face Account, to any other person or entity; or iv) expiration of a Card. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force. IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, DO NOT ACTIVATE OR USE THE ACCOUNT OR ASSOCIATED CARD. CONTACT CUSTOMER SERVICE TO CLOSE THE ACCOUNT AND ANY RELATED CARDS, IF APPLICABLE. This Agreement is effective 03/2023. SCHEDULE 1 ACH SERVICES SCHEDULE This ACH Services Schedule (“ACH Schedule”) sets forth the terms and conditions under which Bank provides Originating Depository Financial Institution (“ODFI”) services, Program Manager provides Third Party Sender (“TPS”) services, and you provide Originator services, for the Account (such services collectively, the “ACH Services”). This ACH Schedule is meant to supplement and not supersede any of the Warrant) _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To terms in the Agreement. By using ACH Services, you agree to be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented bound by the within Warrant to purchase the percentage terms and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution conditions contained in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)this ACH Schedule.

Xxxxxxxxxxx. XXXName: John X. Xxxxxxxxxxx Title: Vice President [Seal] ATTEST: By /s/ JEFFXXX X. XXXXXX --------------------------------- Name: Jeffxxx X. Xxxxxx Xitle: Assistant Vice President [FORM OF FACE OF DEBENTURE] THIS DEBENTURE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. MAPCO INC. 7.70% Debentures due 2027 CUSIP No. 000000 XX 0 Xx. 0 $100,000,000 MAPCO Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture referred to herein), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of one hundred million Dollars (U.S. $100,000,000) on March 1, 2027, and to pay on March 1 and September 1 of each year beginning on September 1, 1997 (each, an "Interest Payment Date"; provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the succeeding Business Day) the amount of interest accrued thereon for the period from and including March 5, 1997 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, 9 as the case may be, to, but excluding, such Interest Payment Date, at the rate of 7.70% per annum. The undersignedrate of interest on any overdue principal and, pursuant to the provisions set forth extent permitted by applicable law, overdue interest shall be the rate of interest in effect on this Debenture from time to time. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date will, as provided in the attached Warrant Indenture referred to on the reverse hereof, be paid to the Person in whose name this Debenture is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15, respectively (No.____whether or not a Business Day), hereby irrevocably elects preceding such Interest Payment Date. Interest payable on this Debenture which is not punctually paid or duly provided for on any Interest Payment Date therefor shall forthwith cease to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant be payable to the cashless exercise procedure set forth Person in Section 2. The undersigned herewith makes payment of the full purchase price for such shares whose name this Debenture is registered at the price per share provided for close of business on the Regular Record Date preceding such Interest Payment Date, and such defaulted interest shall instead be payable to the Person in such Warrant, which whose name this Debenture is $___________. Such payment takes registered on the form of (check applicable box special record date or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, other specified date determined in accordance with the formula set forth Indenture referred to on the reverse hereof. Payment of the principal of and interest on this Debenture will be made at the office or agency of the Company maintained for that purpose in Section 2the Borough of Manhattan, to exercise this Warrant with respect The City of New York (which shall initially be an office or agency of the Trustee), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, interest on the Debentures may be paid (i) by check mailed to the maximum number address of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for Person entitled thereto as such shares be issued address shall appear in the name ofregister of Holders of the Debentures or (ii) at the expense of the Company, and delivered by wire transfer to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales an account maintained by the undersigned Person entitled thereto as specified in the register of Holders of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)Debentures.

Xxxxxxxxxxx. XXXAttest: LELAXX XXXXXX ------------------------ 105 117 EXHIBIT A (FACE OF SECURITY) BECKXXX XXXTRUMENTS, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant ([7.10][7.45]% [Series B]* Senior Note due [2003][2008] CUSIP No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2No. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is $ ________ Beckxxx Xxxtruments, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co.,_______________________________________, or registered assigns, the principal sum of ___________________________________ Dollars on March 4, [2003][2008], and to pay interest thereon from March 4, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for [on this Security or on the Initial Security surrendered in exchange therefor]*, semi-annually on March 4 and September 4 in each year, commencing September 4, 1998, at the rate of [7.10][7.45]% per annum[(subject to adjustment as provided below)]**[, except that interest accrued on this Security for periods prior to the date on which the Initial Security was surrendered in exchange for this Security will accrue at the rate or rates borne by the Securities from time to time during such periods]*, until the principal hereof is paid or made available for payment. The undersigned represents interest so payable, and warrants that all offers punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 19 or August 19 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and sales by may either be paid to the undersigned Person in whose name this Security (or one or more Predecessor -------- * Include only for Exchange Security. ** Include only for Initial Security. [The Holder of this Security is entitled to the benefits of the securities issuable Registration Rights Agreement, dated March 4, 1998, among the Company and the Initial Purchasers named therein. In the event that either (i) the Exchange Offer Registration Statement is not filed with the Securities and Exchange Commission on or prior to the 45th calendar day following the Issue Date, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the Issue Date, (iii) the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective, in either case, on or prior to the 150th calendar day following the Issue Date or (iv) the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), the interest rate borne by this Security shall be increased by one-quarter of one percent per annum (0.25%) upon exercise the occurrence of each Registration Default, which rate will increase by one-quarter of one percent (0.25%) each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one-half of one percent (0.50%) per annum until such Registration Default has been cured. Upon (w) the filing of the within Warrant shall Exchange Offer Registration Statement after the 45-day period described in clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 120-day period described in clause (ii) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 150-day period described in clause (iii) above, or (z) the cure of any Registration Default described in clause (iv) above, the interest rate borne by this Security from the date of such filing, effectiveness, consummation or cure, as the case may be, will be reduced to the original interest rate if the Company is otherwise in compliance with this paragraph; provided, however, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will again be increased pursuant to the foregoing provisions.]* Payment of the principal of (and premium, if any) and interest on this Security will be made pursuant to registration at the office or agency of the Common Stock under the Securities Act Company maintained for that purpose in The Borough of 1933Manhattan, as amended (the "Securities Act") The City of New York, in such coin or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face currency of the Warrant) _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed United States -------- * Include only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)for Initial Security.

Xxxxxxxxxxx. XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $XXX By: /s/ L. Xxxxx Xxxxxx ------------------------------- Name: L. Xxxxx Xxxxxx ----------------------------- Title: Chief Financial Officer ----------------------------- EXHIBIT ___________ EXHIBIT A SUBSCRIPTION TO BE EXECUTED BY THE HOLDER OF THE WARRANT IN ORDER TO EXERCISE THE RIGHT TO PURCHASE COMMON STOCK EVIDENCED BY THE WARRANT. To: XXXXXXXXXXX.XXX 000 Xxxxxx Xxxxxx Vancouver, British Columbia Canada V6B 2B4 The undersigned hereby irrevocably subscribes for _. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money shares (the "Shares") of the United States; and/or ___ the cancellation common stock, $.001 par value per share, of such portion of the attached Warrant as is exercisable XXXXXXXXXXX.XXX., a Nevada corporation, for a total of _______ shares of Common Stock (using a Fair Market Value an exercise price of $_______ 1.80 per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock (as is necessary, adjusted in accordance with the formula set forth in Section 2terms of the Warrant), to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to and in accordance with the cashless exercise procedure set forth in Section 2terms and conditions of a Warrant dated September , 2000 (the "Warrant"). The undersigned requests that a certificate for the certificates for such shares Shares be issued in the name of, and delivered to of ______________________ whose address is and be delivered to the following address: ___________________________________ The undersigned acknowledges that the Company shall have no obligation to issue the Shares until the Company has received (a) the original of this Subscription and the attached SCHEDULE 1 both signed by the holder of the Warrant, (b) the original Warrant, (c) payment for the Shares as indicated below, and (d) any other documents that the Company may reasonably require in connection with such exercise. Payment is made as follows: $_______________ cash, cashiers check, or wire transfer. Date: ____________________________________________________ Name: ____________________________________________________ By _______________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:Its ______________________________________________________ EXHIBIT ___________ Address: ______________________________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) ______________Taxpayer ID# _________________________ SCHEDULE 1 To: XXXXXXXXXXX.XXX 000 Xxxxxx Xxxxxx Vancouver, British Columbia Canada V6B 2B4 RE: ____________ SHARES OF COMMON STOCK OF XXXXXXXXXXX.XXX (AddressTHE "SHARES") Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, This letter is given to you in connection with the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face undersigned's acquisition of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)above described Shares.

Xxxxxxxxxxx. XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ ------------------------------------- (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== TRANSFEREES Percentage Number ----------- Transferred Transferred ----------- ----------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ===================================== =========================================== Dated: , _______________________________ ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ ------------------------------- (Name) (address) ------------------------------ ------------------------------- ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)