Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between EGL, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand Computershare Investor Services, N.A. L.L.C. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of May 23, 1998 2001 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates (or registrations in uncertificated book-entry form on the books of the Company) for the Common Stock and not by separate Rights Certificates, and the registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent will send will, subject to Section 7(d), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesRights Certificates, in substantially the form of Exhibit A B attached hereto (the "“Rights Certificates"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(m), then the Company shall, at the time of distribution of the Rights CertificatesCertificates to record holders of Common Stock as of the Close of Business on the Distribution Date, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued become outstanding (whether originally issued on original issuance or from the Company's out of treasury) after the Record Effective Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares (or registrations in uncertificated book-entry form on the books of the Company) for the Common Stock will that become outstanding or shall be transferred or exchanged after the Effective Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates (or registrations in uncertificated book-entry form on the books of the Company) for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will (or the transfer of any shares evidenced by registrations in uncertificated book-entry form on the books of the Company) shall also constitute the transfer of the Rights associated with the Common Stock represented by thereby. If the Company purchases or acquires any shares of Common Stock after the Effective Date but prior to the Distribution Date, any Rights associated with such certificatesCommon Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon On or as promptly as practicable following the Record Date, the Company will send deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit BC, by first-first class, postage prepaid mail, to each record registered holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder holders shown on the records of the Company. With respect to , and the Rights associated with the shares of Common Stock represented by certificates for the such Common Stock outstanding as held by the registered holders of the Record Date, until the Distribution Date, the Rights will Common Stock shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the such registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Wave Technologies International, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of September 17, 1998 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the earlier of the Distribution Date or the Expiration Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the registered holders of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As ) and (iv) the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) On the Record Date, or as soon as practicable after the Distribution Datethereafter, the Rights Agent Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates together with a copy of the Summary of Rights, and the registered holders of the shares of Common Stock represented by the certificates shall also be the registered holders of the Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any such certificate, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and any certificate newly issued pursuant to such transfer shall bear the legend set forth in Section 3(d) hereof. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, except with respect to dividends on the outstanding shares of Common Stock payable in shares of Common Stock as provided in Section 11(p) hereof. Certificates representing such shares of Common Stock with respect to which Rights are issued on or after the Record Date and prior to the earlier of the Distribution Date or Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend set forth in Section 3(d). (d) Certificates for shares of Common Stock which are issued after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between LabOne, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (f) As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Innovative Valve Technologies, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand ChaseMellon Shareholder Services, N.A. L.L.C. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of September 18, 1998 1997 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Exhibit BRights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as defined in Section 7Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock in respect of which Rights have been issued will also constitute outstanding on the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Dividend Record Date, until the earlier of (i) the Distribution Date with or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders without a copy of the associated Summary of Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. (c) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the issuer and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of February 17, 1998 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsherein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on of the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock will also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date (as defined in Section 7Date), the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued will attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between ICU Medical, Inc. and American Stock Transfer & Trust Company, as Rights Agent (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of ICU Medical, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. UNDER CERTAIN CIRCUMSTANCESICU Medical, AS SET FORTH IN THE RIGHTS AGREEMENTInc. will mail to the holder of this certificate a copy of the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEas in effect on the date of mailing, without charge promptly after receipt of a written request therefor. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGRights issued to, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTor held by, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISany Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. If the Company purchases or acquires any Common Stock after the Record Date but before the Distribution Date, any Rights associated with that Common Stock shall be deemed canceled so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) Shares and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of the Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p)the provisions of this Agreement, at the time of distribution of the Rights Right Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form of attached hereto as Exhibit BC, by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common Stock Shares together with a copy of the Summary of Rights, and the registered holders of the Common Stock will Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares for the Common Shares outstanding on the Record Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued will attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of the Common Stock Shares that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration expiration or redemption of the Rights or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares issued for the Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of Common Stock will the Distribution Date or the expiration or redemption of the Rights shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Excel Industries, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and Chemical Mellon Shareholder Services L.L.C. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of December 21, 1998 1995 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, as set forth in the Rights associated with the Common Stock represented by Agreement, such certificates will Rights may be redeemed, may be exchanged, may expire or may be evidenced by such separate certificates alone and registered holders will no longer be evidenced by this certificate. The Company will mail to the holder of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer this certificate a copy of the Rights associated with Agreement, as in effect on the Common Stock represented date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such certificatesPerson or by any subsequent holder, will become null and void.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Exhibit BRights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as defined in Section 7Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock in respect of which Rights have been issued will also constitute outstanding on the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Dividend Record Date, until the earlier of (i) the Distribution Date with or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders without a copy of the associated Summary of Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. (c) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend (or a legend substantially in the form thereof): “This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the issuer and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent") (as amended and restated from time to time, the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void.” Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT A (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit EXHIBIT B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and provided the Rights Agent with all necessary information (and if the Rights Agent is not also the transfer agent and registrar of Common Stock, provided the Rights Agent with the names and addresses of all record holders of Common Stock), the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Exhibit BRights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as defined in Section 7Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock in respect of which Rights have been issued will also constitute outstanding on the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Dividend Record Date, until the earlier of (i) the Distribution Date with or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders without a copy of the associated Summary of Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. (c) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the issuer and Equiserve Trust Company, N.A., as Rights Agent (the "Rights Agent"), dated as of May 28, 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Exhibit BRights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as defined in Section 7Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock in respect of which Rights have been issued will also constitute outstanding on the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Dividend Record Date, until the earlier of (i) the Distribution Date with or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders without a copy of the associated Summary of Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. (c) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the issuer and Bank of Boston, as Rights Agent (the "Rights Agent"), dated as of December 7, 1995 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Prior Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or (ii) the close of business on the tenth day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published sent or given within the meaning of Rule 14d-2 (a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii)- being herein referred to as the ("Distribution Date, "); (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)ll (p) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rational Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon Certificates as promptly as practicable following the Record Date, Date and the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Exhibit BRights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 77 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will shall also constitute the transfer of the Rights associated with such shares of Common Stock. ; (c) Rights will shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Optical Coating Laboratory, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and ChaseMellon Shareholder Services L.L.C. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of December 16, 1998 1997 (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in theRights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGin effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor held by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior Following the Record Date, the Company will make available, or cause to be made available, a copy of the Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. Until the Distribution Date, (i) with respect to certificates representing shares of Common Stock outstanding as of the Record Date, the Rights will shall be evidenced (subject to the provisions by such shares of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof together with the Summary of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) , and not by separate certificatesRights Certificates, and (iiy) with respect to Book Entry shares of Common Stock outstanding as of the Record Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following form: “[This certificate] [These shares] also evidence[s] and entitle[s] the holder hereof to certain Rights as set forth in a Tax Benefits Preservation Plan by and between Edgio, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, or any successor Rights Agent (the “Rights Agent”) dated as of June 7, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement), or specified transferees of such Acquiring Person (or Related Person thereof) may become null and void and will no longer be transferable.” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested by the Company in writing and provided with all necessary information and documents, at the expense of the Company, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and and, if such adjustments are made, the Company may pay cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, and the Rights will be evidenced by such certificates for the Common Stock Certificates and the registered holders Rights shall be transferable separately from the transfer of Common Stock. The Company shall promptly notify the Common Stock will also be Rights Agent in writing upon the registered holders of the associated Rights. Until the earlier occurrence of the Distribution Date or the Expiration Date (as defined in Section 7)and, if such notification is given orally, the transfer of any certificates representing shares of Common Stock Company shall confirm the same in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued writing on or from the Company's treasury) after the Record Date but prior to the earlier of Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificateshas not occurred.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between MetroPCS Communications, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand American Stock Transfer & Trust Company (the “Rights Agent”) dated as of March 29, N.A. 2007 as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a1) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) Shares and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p)) -9- hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b2) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates for Common Shares together with the Common Stock Summary of Rights, and the registered holders of the Common Stock will Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares for Common Shares outstanding on the Record Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued will Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Common Stockcertificates. (c3) Rights will shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares issued for Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of Common Stock will the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION legend (THE which legend may be modified as necessary on the certificates for the Common Stock or Class B Common Stock, as the case may be, to reflect the application of this Agreement to the Common Stock or the Class B Common Stock, as the case may be): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Wit Capital Group, Inc. (the "COMPANYCompany") AND WACHOVIA BANK, N.A. and American Stock Transfer & Trust Company (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of ________, 1998 1999 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(bSECTION 3(B)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(pSECTION 11(P), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(aSECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit EXHIBIT B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION TANDYCRAFTS, INC. (THE "COMPANY") AND WACHOVIA BANKCHASEMELLON SHAREHOLDER SERVICES, N.A. L.L.C. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26MAY 19, 1998 1997 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the shares of Common Stock registered in the names of the holders of the shares of Common Stock (which certificates for shares of Common Stock will shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign and, if requested by the Company, send by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that . Rights Certificates representing only whole numbers of Rights are will be distributed and cash is will be paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Exhibit BRights"), by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the shares of Common Stock and the registered holders of the shares of Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 77 hereof), the transfer of any certificates representing shares of Common Stock, or the surrender of any certificates representing shares of Common Stock in respect for any purpose, including redemption of which Rights have been issued will the shares represented by such certificates or conversion or exchange of such shares into or for any security other than Common Stock, shall also constitute the transfer or surrender, as appropriate, of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Agreement between OM Group, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and National City Bank (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of November 5, 1998 1996 (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor held by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person, or who is an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or and (ii) the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates will shall be evidenced by such certificates alone and registered holders of shares of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates, or the surrender of any such certificates will for redemption of the shares represented thereby or for conversion or exchange of such shares into or for any security other than Common Stock shall also constitute the transfer or surrender, as appropriate, of the Rights associated with the shares of Common Stock represented by such certificates. (d) Except as set forth in Section 22 hereof, nothing in this Agreement or as this Agreement may be construed with any other agreement, contract, indenture, instrument, document, or understanding (written or unwritten) to which the Company or any holder of capital stock of the Company may be a party, or under the terms of which the Company or any holder of capital stock may be bound, shall give the holders of the capital stock any right to receive, after the Distribution Date, any additional Rights, or any rights, warrants or options with substantially similar terms as the Rights, by virtue of conversion of any shares of capital stock of the Company into shares of Common Stock of the Company after the Distribution Date.

Issue of Rights Certificates. (a) Prior On the Record Date, or as soon as practicable thereafter, the Company will make available (directly or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company or transfer agent or registrar for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, (i) the Rights will shall be evidenced (subject to the provisions by such shares of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof together with the Summary of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) , and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. The Company shall promptly notify the Rights Agent of the Distribution Date and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a stockholder list together with all other relevant information. (b) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following form: “[This certificate] [These shares] also evidence[s] and entitle[s] the holder hereof to certain Rights as set forth in a Rights Agreement between IZEA Worldwide, Inc., a Nevada corporation (iithe “Company”), and Broadridge Corporate Issuer Solutions, LLC or any successor Rights Agent (the “Rights Agent”) dated as of May 28, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement), or specified transferees of such Acquiring Person (or Related Person thereof) may become null and void and will no longer be transferable.” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (d) As soon as practicable after the Rights Agent is notified of the Distribution DateDate and received all necessary information, the Company will prepare and execute, and the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents, at the expense of the Company, send) by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and and, if such adjustments are made, the Company may pay cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, and the Rights will be evidenced by such certificates for the Common Stock Certificates and the registered holders Rights shall be transferable separately from the transfer of Common Stock. The Company shall promptly notify the Common Stock will also be Rights Agent in writing upon the registered holders of the associated Rights. Until the earlier occurrence of the Distribution Date or the Expiration Date (as defined in Section 7)and, if such notification is given orally, the transfer of any certificates representing shares of Common Stock Company shall confirm the same in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued writing on or from the Company's treasury) after the Record Date but prior to the earlier of Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificateshas not occurred.

Issue of Rights Certificates. (a) Prior Following the Record Date, the Company will make available, or cause to be made available, a copy of the Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, (i) the Rights will shall be evidenced (subject to the provisions by such shares of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof together with the Summary of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) , and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following form: “[This certificate] [These shares] also evidence[s] and entitle[s] the holder hereof to certain Rights as set forth in a Tax Benefits Preservation Plan by and between RiceBran Technologies, a California corporation (iithe “Company”), and American Stock Transfer & Trust Company, LLC, or any successor Rights Agent (the “Rights Agent”) dated as of July 6, 2023, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement), or specified transferees of such Acquiring Person (or Related Person thereof) may become null and void and will no longer be transferable.” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested by the Company in writing and provided with all necessary information and documents, at the expense of the Company, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and and, if such adjustments are made, the Company may pay cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, and the Rights will be evidenced by such certificates for the Common Stock Certificates and the registered holders Rights shall be transferable separately from the transfer of Common Stock. The Company shall promptly notify the Common Stock will also be Rights Agent in writing upon the registered holders of the associated Rights. Until the earlier occurrence of the Distribution Date or the Expiration Date (as defined in Section 7)and, if such notification is given orally, the transfer of any certificates representing shares of Common Stock Company shall confirm the same in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued writing on or from the Company's treasury) after the Record Date but prior to the earlier of Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificateshas not occurred.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Imperial Sugar Company (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and The Bank of New York (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of December 31, 1998 2002 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Cleco Corporation (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and Equiserve Trust Company (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of July 28, 1998 2000 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Exhibit BRights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as defined in Section 7Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock in respect of which Rights have been issued will also constitute outstanding on the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Dividend Record Date, until the earlier of (i) the Distribution Date with or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders without a copy of the associated Summary of Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. (c) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the issuer and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"), dated as of December 16, 1997 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Prior As promptly as practicable following the Record Date, the Company shall make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to each record holder of Common Stock who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, (i) the Rights will shall be evidenced (subject to the provisions of this Section 3(b)) by the such certificates for the Common Stock and the registered in the names of the holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (which certificates for or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock will be deemed in respect of which Rights have been issued shall also to be certificates for Rights) and not by separate certificates, and (ii) constitute the transfer of the Rights will associated with the shares of Common Stock represented thereby. The Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (b) Rights shall be issued in respect of all shares of Common Stock issued and outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date; provided, however, Rights shall also be issued to the extent provided in Section 22 hereof in respect of all shares of Common Stock which are issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will shall countersign and the Company shall send or cause to be sent by first-classfirst−class, postage prepaid insured, postage−prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a rights certificatescertificate, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior On the Record Date, or as soon as practicable thereafter, the Company shall make available (directly or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Capital Stock (the “Summary of Rights”), to each record holder of Capital Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Related Person of any Acquiring Person), at the address of such holder shown on the records of the Company or transfer agent or register for the Capital Stock. With respect to certificates representing shares of Capital Stock (or Book Entry shares of Capital Stock) outstanding as of the Record Date, until the Distribution Date, (i) the Rights will shall be evidenced (subject to the provisions by such shares of this Section 3(b)) by the certificates for the Common Capital Stock registered in the names of the holders thereof together with the Summary of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) , and not by separate Rights Certificates. With respect to Book Entry shares of Capital Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Capital Stock or, if there is no transfer agent for any Capital Stock, on the registry books of the Company for such Capital Stock, together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Capital Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent or on the registry books of the Company for the Capital Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Capital Stock. (b) Rights shall be issued, without any further action, in respect of all shares of Capital Stock that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Confirmation and account statements sent to holders of Capital Stock for Book Entry form or, in the case of certificated shares, certificates, representing such shares of Capital Stock, issued after the Record Date shall bear a legend substantially in the following form: “[This certificate] [These shares] also evidence[s] and entitle[s] the holder hereof to certain Rights as set forth in an Amended and Restated Rights Agreement between The Arena Group Holdings, Inc., a Delaware corporation (iiformerly theMaven, Inc., the “Company”), and American Stock Transfer & Trust Company, LLC or any successor Rights Agent (the “Rights Agent”) dated as of May 2, 2022, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights will Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by [this certificate] [these shares]. The Company shall mail to the holder of [this certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement), or specified transferees of such Acquiring Person (or Related Person thereof) shall become null and void and shall no longer be transferable.” With respect to all certificates representing shares of Capital Stock containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Capital Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Capital Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Capital Stock represented by such certificates. With respect to Capital Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Capital Stock shall be evidenced by such Capital Stock alone and registered holders of Capital Stock shall also be the registered holders of the associated Rights, and the transfer of any such Capital Stock shall also constitute the transfer of the Rights associated with such shares of Capital Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Capital Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Capital Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Capital Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Capital Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Capital Stock (including a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will shall countersign and the Company shall send or cause to be sent (and the Rights Agent shall, if so requested and provided with all necessary information and documents, at the expense of the Company, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common shares of Capital Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Capital Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Capital Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and and, if such adjustments are made, the Company may pay cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, and the Rights will be evidenced by such certificates for the Common Stock Certificates and the registered holders Rights shall be transferable separately from the transfer of Capital Stock. The Company shall promptly notify the Common Stock will also be Rights Agent in writing upon the registered holders of the associated Rights. Until the earlier occurrence of the Distribution Date or the Expiration Date (as defined in Section 7)and, if such notification is given orally, the transfer of any certificates representing shares of Common Stock Company shall confirm the same in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued writing on or from the Company's treasury) after the Record Date but prior to the earlier of Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificateshas not occurred.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the The Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each any record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Companywho requests a copy thereof. With respect to certificates for the Common Stock outstanding as of that do not bear the Record Datelegend provided for in Section 3(c) that have Rights associated therewith, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding as of which Rights have been issued will the Effective Time, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are (i) issued in the Conversion or (ii) issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date Effective Time but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that are issued in the Conversion or shall so become outstanding or shall be transferred or exchanged after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hercules Offshore, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand American Stock Transfer & Trust Company (the “Rights Agent”) dated as of October 31, N.A. 2005 as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock will be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that (A) such Rights are evidenced only by credits to the book-entry accounts, (B) separate Rights Certificates are not issued with respect to such Rights, (C) any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to such Rights, and (D) any procedures for the transfer, split up, combination, exchange, exercise or redemption of such Rights shall comport with the applicable book entry procedures with respect to such action. (b) As soon as practicable following the Record Date, the The Company will send previously sent a copy of a Summary of Rights, substantially in substantially the form of attached to the Original Rights Agreement as Exhibit BC (the “, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. The Original Summary is hereby amended and restated in its entirety as set forth on Exhibit C hereto (the “Summary of Rights”). With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing of the shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, shall also be deemed to be certificates for Rights, and will shall bear a legend in substantially in the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between Park▇▇ ▇▇▇lling Company (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Equiniti Trust Company (the “Rights Agent”) dated as of August 23, N.A. 2018 as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Section 382 Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. Each book-entry account for such shares of Common Stock that shall so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear a legend in substantially in the following form: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Section 382 Rights Agreement between Park▇▇ ▇▇▇lling Company (the “Company”) and Equiniti Trust Company (the “Rights Agent”) dated as of August 23, 2018 as it may from time to time be supplemented or amended (the “Section 382 Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to the such shares of Common Stock issued after the Record Datedescribed in this Section 3(c), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will or held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any shares of such Common Stock, whether by transfer of physical certificates will or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesStock. Notwithstanding this Section 3(c), the omission of any legend shall not affect the enforceability of any part of this Agreement of the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock will be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will will, if provided with all necessary information, (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing of the shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between ▇▇▇▇▇▇ Geophysical Company (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Mellon Investor Services LLC (the “Rights Agent”) effective as of the close of business on July 23, N.A. 2009 as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, WASand the direct registration transaction advice with respect to such shares shall bear a legend in substantially the following form: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between ▇▇▇▇▇▇ Geophysical Company (the “Company”) and Mellon Investor Services LLC (the “Rights Agent”) effective as of the close of business on July 23, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON 2009 as it may from time to time be supplemented or amended (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTthe “Rights Agreement”), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, MAY BECOME NULL AND VOIDas set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to the such shares of Common Stock issued after the Record Datedescribed in this Section 3(c), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will or held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any shares of such Common Stock, whether by transfer of physical certificates will or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesStock.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the The Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each any record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Companywho requests a copy thereof. With respect to certificates for the Common Stock outstanding as of that do not bear the Record Datelegend provided for in Section 3(c) that have Rights associated therewith, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding as of which Rights have been issued will the Effective Time, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are (i) issued in the Conversion or (ii) issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date Effective Time but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that are issued in the Conversion or shall so become outstanding or shall be transferred or exchanged after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hercules Offshore, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand American Stock Transfer & Trust Company (the “Rights Agent”) dated as of [ ], N.A. 2005 as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Class A Rights and the Class B Rights, respectively, will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Class A Common Stock and the Class B Common Stock, respectively, registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Class A Common Stock and Class B Common Stock, respectively, as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Class A Right for each share of Class A Common Stock (a "Class A Rights Certificate") and one Class B Right for each share of Class B Common Stock (a "Class B Rights Certificate"), respectively, so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mailmail or by other means, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate or, in certain circumstances provided in Section 22 hereof, after the Distribution Date (including an issuance of Class A Common Stock upon the conversion, whether automatic or voluntary, of Class B Common Stock into Class A Common Stock (and for purposes of the foregoing, any deemed conversion of Class B Common Stock upon the transfer of such shares or otherwise shall be deemed to be an issuance of Class A Common Stock)). Certificates issued representing such shares of Class A Common Stock will and Class B Common Stock, respectively, that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Class A Rights and Class B Rights, and will respectively. Certificates representing such shares of Class A Common Stock shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Class A Rights as set forth in the Rights Agreement between TODCO (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and The Bank of New York (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26, 1998 dated as of [February] 2003 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, CLASS A RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. Certificates representing such shares of Class B Common Stock shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Class B Rights as set forth in the Rights Agreement between TODCO (the "Company") and The Bank of New York (the "Rights Agent") dated as of [February] 2003 as it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, CLASS B RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Exhibit BRights”), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as defined in Section 7Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock in respect of which Rights have been issued will also constitute outstanding on the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Dividend Record Date, until the earlier of (i) the Distribution Date with or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders without a copy of the associated Summary of Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. (c) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or delivered from the Company’s treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the issuer and First Chicago Trust Company of New York, as Rights Agent (the “Rights Agent”), dated as of December 16, 1997 (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock will be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing of the shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Mariner Energy, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Continental Stock Transfer & Trust Company (the “Rights Agent”) dated as of October 12, N.A. 2008 as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISand the direct registration transaction advice with respect to such shares shall bear the following legend: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Mariner Energy, WASInc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights Agent”) dated as of October 12, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON 2008 as it may from time to time be supplemented or amended (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTthe “Rights Agreement”), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, MAY BECOME NULL AND VOIDas set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to the such shares of Common Stock issued after the Record Datedescribed in this Section 3(c), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will or held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any shares of such Common Stock, whether by transfer of physical certificates will or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesStock.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Tanox, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and American Stock Transfer and Trust Company (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of July 27, 1998 2001 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior Until the earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Company's Board of Directors) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person (other than an Exempt Person) would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) are referred to in this Agreement as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)) 3 by the outstanding certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary summary of Rights, in substantially the form of Exhibit BB (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between ROMAC INTERNATIONAL, INC. (THE the "COMPANYCompany") and STATE STREET BANK AND WACHOVIA BANK, N.A. TRUST COMPANY (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of October 28, 1998 (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder circumstances described in the Rights Agreement, AS SET FORTH IN THE RIGHTS AGREEMENTsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEwithout charge promptly after receipt of a written request therefor. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTUnder circumstances described in the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGRights issued to, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTor held by, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISany Person who is, WASwas, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas those terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. With respect to certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will them shall be evidenced by such the certificates alone and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will will, at the expense of the Company, send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit EXHIBIT B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section SECTION 7), the transfer of any certificates representing 5 9 shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS SUIZA FOODS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. HARR▇▇ ▇▇▇ST AND SAVINGS BANK (THE "RIGHTS AGENT") DATED AS OF AUGUST 26MARCH 6, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock and the registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon promptly as practicable after the Distribution Record Date, the Rights Agent Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date at the address of such holder shown on the records of the Company. (b) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued after the Distribution Date and prior to the Expiration Date. (c) Certificates representing shares of Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences certain Rights as set forth in a Rights Agreement between Northwest Pipe Company (the “Company”) and ChaseMellon Shareholder Services, L.L.C. (the “Rights Agent”) dated as of June 28, 1999 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (d) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date and requested the transfer agent to provide the Rights Agent with a list of shareholders, the Rights Agent will, if requested by written notice and provided with any relevant information, send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, one or more rights Rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (hereinafter referred to as the “Summary of Rights”), to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates representing shares of Common Stock outstanding as of the Record Date, until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the such certificates for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) thereof, and not by separate certificatesRights Certificates, and (ii) with respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, or in the case of certificated shares, by such certificates registered in the names of the holders thereof. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), also shall constitute the transfer of the Rights associated with such shares of Common Stock. (b) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Asta Funding, Inc. (the “Company”) and American Stock Transfer & Trust Co., LLC (the “Rights Agent”) dated as of August 23, 2012 as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such capitalized terms are defined in the Rights Agreement), or specified transferees of such Acquiring Person (or Affiliate or Associate thereof) may become null and void.” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock, a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent, if so requested, will send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will shall be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each such record holder of the Common Stock (except for shares subject to the restriction on transfer provided for in Section 7(e)) as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsherein. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Exhibit BRights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will shall be evidenced by such certificates for the Common Stock and the registered holders of the such Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 77 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are (i) issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or (ii) issued following the Distribution Date but prior to the Expiration Date if such shares of Common Stock became outstanding (A) upon the exercise of a stock option, (B) pursuant to any employee plan or arrangement or (C) upon the conversion or exchange of a security which option, plan, arrangement or security was granted, established or issued, as the case may be, by the Company before the Distribution Date. Certificates representing such shares of Common Stock will shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Bass▇▇▇ Furniture Industries, Incorporated (THE the "COMPANYCompany"), and First Union National Bank (the "Rights Agent") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26dated as of June 23, 1998 (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Rights will expire at the close of business on June 23, AS IN EFFECT ON THE DATE OF MAILING2008 unless exercised or redeemed prior thereto. The Company will mail to the holder of this certificate a copy of the Rights Agreement, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTas in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor held by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock will be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. (b) As soon as practicable following the Record Date, the The Company will send a copy make available copies of a the Summary of Rights, in substantially the form of attached hereto as Exhibit B, by first-class, postage prepaid mailC, to each any record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stockrequesting a copy thereof. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) from and after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (including all shares distributed in the Spin-Off) shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Seahawk Drilling, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand [ ] (the “Rights Agent”) dated as of , N.A. 2009 [Date of Agreement] as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (including all shares distributed in the Spin-Off) shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear the following legend: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Seahawk Drilling, Inc. (the “Company”) and [ ] (the “Rights Agent”) dated as of , 2009 [Date of Agreement] as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to the such shares of Common Stock issued after the Record Datedescribed in this Section 3(c), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will or held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any shares of such Common Stock, whether by transfer of physical certificates will or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesStock.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable Promptly following the Record DateEffective Time, the Company will send make available, upon request of any record holder of Common Stock, a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record DateEffective Time, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock Stock, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding at the Effective Time, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date Effective Time but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between CenterPoint Energy, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and JPMorgan Chase Bank (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of ____________, 1998 2002 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the earlier of the Distribution Date or the Expiration Date, (ix) the Rights will be evidenced (subject to the provisions of this Section 3(b)) below) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall also be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificate. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit B, by first-class, postage prepaid mailC, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer or exchange of any certificates representing shares of Common Stock outstanding on the Record Date in respect of which Rights have been issued will issued, shall also constitute the transfer or exchange, as the case may be, of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock will (including, without limitation, certificates issued upon transfer or exchange of Common Stock) shall also be deemed to be certificates for Rights, and will shall bear a legend to the following legendeffect: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION "This certificate also evidences Rights that entitle the holder hereof to certain rights as set forth in a Rights Agreement between the Company and Equiserve Trust Company, as Rights Agent (THE the "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor beneficially owned by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOID. may become null and void." With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall, until the Distribution Date, be evidenced by such certificates alone and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer or exchange of any of such certificates will shall also constitute the transfer or exchange, as the case may be, of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) hereof) by the certificates for the representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and provided the Rights Agent with all necessary information (and if the Rights Agent is not also the transfer agent and registrar of Common Stock, provided the Rights Agent with the names and addresses of all record holders of Common Stock), the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more rights certificates, in substantially the form of Exhibit A B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company will send cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Exhibit BRights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as defined in Section 7Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock in respect of which Rights have been issued will also constitute outstanding on the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Dividend Record Date, until the earlier of (i) the Distribution Date with or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders without a copy of the associated Summary of Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. (c) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or delivered from the Company's treasury) after the Dividend Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall bear the following legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the issuer and Mellon Investor Services LLC, as Rights Agent (the "Rights Agent"), dated as of July 16, 2001 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. Until the Distribution Date or the earlier redemption, expiration or termination of the Rights, the Rights associated with the Common Stock shall be evidenced by the Common Stock certificates alone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Bayard Drilling Technologies, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand Norwest Bank Minnesota, N.A. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of August 21, 1998 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, mail to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), Certificates evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), 11 hereof at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a the Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, Rights to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will shall also be deemed to be certificates for Rights, and will shall bear a legend reading substantially as follows: This certificate also evidences and entitles the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION holder hereof to certain Rights as set forth in the Rights Agreement between MedSource Technologies, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand Wachovia Bank, N.A. National Association (THE the "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENTRights Agent"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESdated as of August 12, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON 2003 (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTthe "Rights Agreement"), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERas the same may be amended from time to time, MAY BECOME NULL AND VOIDthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (ix) the Distribution Date or and (iiy) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone and registered holders of Common Stock will also shall be the registered holders of the associated Rights, and the transfer of any of such certificates will also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (hereinafter referred to as the “Summary of Rights”), to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates representing shares of Common Stock outstanding as of the Record Date, until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the such certificates for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) thereof, and not by separate certificatesRights Certificates, and (ii) with respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, or in the case of certificated shares, by such certificates registered in the names of the holders thereof. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), also shall constitute the transfer of the Rights associated with such shares of Common Stock. (b) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following form: “[This certificate] [These shares] also evidence[s] and entitle[s] the holder hereof to certain Rights as set forth in a Rights Agreement between GenVec, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated as of August 11, 2011 as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such capitalized terms are defined in the Rights Agreement), or specified transferees of such Acquiring Person (or Affiliate or Associate thereof) may become null and void.” With respect to all certificates representing shares of Common Stock containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock, a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent, if so requested, will send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) Shares and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof, and the Rights Agent, if provided with a stockholder list and all other relevant information, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock Shares so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock Shares has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Shares represented by such certificates shall be evidenced by such certificates for Common Shares together with the Common Stock Summary of Rights, and the registered holders of the Common Stock will Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares for Common Shares outstanding on the Record Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued will Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hydril Company (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and Mellon Investor Services LLC (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of April 9, 1998 2002 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, Right Certificates the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with a copy of the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued will attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration expiration or redemption of the Rights or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the expiration or redemption of the Rights shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Southdown, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand First City, Texas-Houston, N.A. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of March 4, 1998 1991 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor held by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of any such Person or by any subsequent holder, MAY BECOME NULL AND VOIDwill become null and void. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Dateexpiration or redemption of the Rights, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, earlier of (i) the Rights will be evidenced Close of Business on the tenth day after the Stock Acquisition Date (subject to or, if the provisions tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of this Section 3(bBusiness on the Record Date)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and or (ii) the Rights will Close of Business on the tenth Business Day (or such later date as may be transferable only in connection with the transfer determined by action of the underlying shares Board of Common Stock Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (including a transfer to other than the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Distribution Date, at the address of such holder shown on the records any Subsidiary of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution any employee benefit plan of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu or of any fractional Rights. As Subsidiary of and after the Distribution DateCompany, the Rights will be evidenced solely or any Person organized, appointed or established by such Rights Certificates.the (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the "Summary of Exhibit BRights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock and the registered holders names of the Common Stock will also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 77(a)), the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued will issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date. Certificates representing such shares of Common Stock will shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between The Sportsman's Guide, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand Norwest Bank Minnesota, N.A. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of May 11, 1998 1999 (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor held by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any rights associated with shares of Common Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Prior As promptly as practicable following the Record Date, the Company shall make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as EXHIBIT B (the “Summary of Rights”), to each record holder of Common Stock who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (b) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date; provided, however, Rights shall also be issued to the extent provided in Section 22 hereof in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between White Mountain Titanium Corporation (the “Company”) and Interwest Transfer Company, Inc. (the “Rights Agent”) dated as of January 18, 2011, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. Notwithstanding this paragraph (b), the omission of the foregoing legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (c) Until the Distribution Date, (i) the Rights will shall be evidenced (subject to the provisions of paragraph (a) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock will shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (ii) the Rights will shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will shall countersign and the Company shall send or cause to be sent (and the Rights Agent shall, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a rights certificatescertificate, in substantially the form of Exhibit A EXHIBIT C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) Shares and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of the Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p)the provisions of this Agreement, at the time of distribution of the Rights Right Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common Stock Shares together with a copy of the Summary of Rights, and the registered holders of the Common Stock will Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares for the Common Shares outstanding on the Record Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued will attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of the Common Stock Shares that are issued (whether originally issued or from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration expiration or redemption of the Rights or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares issued for the Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of Common Stock will the Distribution Date or the expiration or redemption of the Rights shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between SI Diamond Technology, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Computershare Trust Company, N.A. Inc. (THE "RIGHTS AGENT"formerly American Securities Transfer, Incorporated) DATED AS OF AUGUST 26(the “Rights Agent”) dated effective as of November 16, 1998 2000, as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor held by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDwill become null and void. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Dateexpiration or redemption of the Rights, the Rights associated with the Common Stock Shares represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of the Common Stock will Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will shall be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit A B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)Sections 11, 12 or 13 hereof, at the time of distribution of the Rights Certificates, the Company will may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)14 hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) . As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Exhibit BRights”), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued will attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of the Common Stock that are represented thereby. Certificates for the Common Stock issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also Date (as hereinafter defined), shall be deemed also to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Nexity Financial Corporation (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Registrar and Transfer Company dated as of February 4, N.A. 2009 (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may expire, or may be evidenced by separate certificates or book entry form and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, AS IN EFFECT ON THE DATE OF MAILINGthe Rights beneficially owned by Acquiring Persons (as defined in the Rights Agreement) or any Affiliate or Associate thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. After the Distribution Date but prior to the Expiration Date, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTRights shall, without further action, be issued in connection with the issuance of Common Stock upon the exercise of stock options granted prior to the Distribution Date or pursuant to other benefits under any employee plan or arrangement established prior to the Distribution Date; provided, however, that if, pursuant to the terms of any option or other benefit plan, the number of shares issuable thereunder is adjusted after the Distribution Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTIn the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthat are no longer outstanding.

Issue of Rights Certificates. (a) Prior As promptly as practicable following the Record Date, the Company shall make available a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to each record holder of Common Stock who may so request from time to time prior to the Expiration Date. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date or Final Expiration Date), the transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (b) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date; provided, however, Rights shall also be issued to the extent provided in Section 22 hereof in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend (in addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Martek Biosciences Corporation (the “Company”) and Registrar and Transfer Company (the “Rights Agent”) dated as of February 7, 2006, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. Notwithstanding this paragraph (b), the omission of the foregoing legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (c) Until the Distribution Date, (i) the Rights will shall be evidenced (subject to the provisions of paragraph (a) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock will shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (ii) the Rights will shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will shall countersign and the Company shall send or cause to be sent (and the Rights Agent shall, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a rights certificatescertificate, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11 hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent Company will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Right Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock Stock, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will issued, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Kent Electronics Corporation (THE the "COMPANYCompany") AND WACHOVIA BANKand ChaseMellon Shareholder Services L.L.C. dated as of October 21, N.A. 1999 as it may from time to time be supplemented or amended (THE the "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may expire or will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge, promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights issued to, WASor held by, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERwhether currently held by or on behalf of such Person or by any subsequent holder, MAY BECOME NULL AND VOIDmay become null and void and will no longer be transferable. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company One Right will send a copy be issued in respect of a Summary each share of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock issued and outstanding as of the Close close of Business business on the Record Date, at the address . Certificates issued for such shares of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders for shares of the Common Stock will also that are issued or shall be transferred or exchanged after the registered holders of the associated Rights. Until Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend referred to in paragraph (as defined in c) of this Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock3. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between DeVry Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Computershare Investor Services, N.A. L.L.C. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agent”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYdated as of November 23, 2004, as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the The Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each any record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Companywho requests a copy thereof. With respect to certificates for the Common Stock outstanding as of that do not bear the Record Datelegend provided for in Section 3(c) that have Rights associated therewith, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding as of which Rights have been issued will the Effective Time, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date Effective Time but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Pride International, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and American Stock Transfer & Trust Company (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of ___________, 1998 2001 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e) hereof), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company One Right will send a copy be issued in respect of a Summary each share of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock issued and outstanding as of the Close close of Business business on the Record Date, at the address . Certificates issued for such shares of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders for shares of the Common Stock will also that are issued or shall be transferred or exchanged after the registered holders of the associated Rights. Until Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the legend referred to in paragraph (as defined in c) of this Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock3. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Innospec Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Computershare Trust Company, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agent”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYdated as of June 12, 2009 as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. If the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section 3(b)) by the certificates for the Common Stock Stock, registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit EXHIBIT B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION CARRIAGE SERVICES, INC. (THE "COMPANY") AND WACHOVIA BANK, N.A. AMERICAN STOCK TRANSFER AND TRUST COMPANY (THE "RIGHTS AGENT") DATED AS OF AUGUST 26DECEMBER 18, 1998 2000 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (d) With respect to Rights associated with shares of Class B Common Stock, such Rights shall be automatically extinguished and terminated to the extent the associated shares of Class B Common Stock are converted into shares of Class A Common Stock, and upon such conversion into Class A Common Stock, Rights are issued in association with such Class A Common Stock. In this regard, upon conversion of Class B Common Stock into Class A Common Stock in accordance with the provisions of the Class B Common Stock, a Right shall be issued associated with such Class A Common Stock in lieu of the Right associated with the converted Class B Common Stock, which Right extinguished and terminated in accordance with the immediately preceding sentence.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Right Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between American Residential Services, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand ChaseMellon Shareholder Services, N.A. L.L.C. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of August 1, 1998 1996 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock will be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that (A) such Rights are evidenced only by credits to the book-entry accounts, (B) separate Rights Certificates are not issued with respect to such Rights, (C) any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to such Rights, and (D) any procedures for the transfer, split-up, combination, exchange, exercise or redemption of such Rights shall comport with the applicable book-entry procedures with respect to such action. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with (i) the shares of Common Stock represented by certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing of the shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, shall also be deemed to be certificates for Rights, and will shall bear a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Forum Energy Technologies, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand American Stock Transfer & Trust Company, N.A. LLC (THE "RIGHTS AGENT"the “Rights Agent”) DATED AS OF AUGUST 26dated as of April 29, 1998 2020 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. Each book-entry account for such shares of Common Stock that shall so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear a legend in substantially the following form: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Forum Energy Technologies, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated as of April 29, 2020 as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company will mail to the holder of the security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to the such shares of Common Stock issued after the Record Datedescribed in this Section 3(c), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will or held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any shares of such Common Stock, whether by transfer of physical certificates will or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesStock. Notwithstanding this Section 3(c), the omission of any legend shall not affect the enforceability of any part of this Agreement of the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of this Section SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will will, at the expense of the Company, send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit EXHIBIT A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit EXHIBIT B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.representing

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon as practicable following On the Record Date, the Company will send deliver a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit B, by first-class, postage prepaid mailC, to each Pennzoil as record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to Company and the Rights associated with the shares of Common Stock represented by certificates for the such Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will held by Pennzoil shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the Pennzoil as registered holders holder of the Common Stock will shall also be the registered holders holder of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.the

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock will be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersign, and the Company will send or cause of be sent (and the Rights Agent will, if requested and provided with all the necessary information, at the expense of the Company, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein, or shall credit the book-entry account of such holder with such Rights and shall send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. The Company will promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that a Distribution Date has not occurred. (b) As soon as practicable Promptly following the Record Date, the Company will send sent a copy of a Summary of Rights, in substantially the form of attached to the Original Agreement as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates for the Common Stock or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any certificates representing shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with such shares of the Common Stock. (c) Rights will have been and shall be issued in respect of all shares of Common Stock that have been or are issued (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the legend set forth in Section 3(c) of the Original Agreement or in Section 3(c) of other prior versions of this Agreement, or a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Administaff, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Mellon Investor Services LLC (the “Rights Agent”) dated as of November 13, N.A. 2007 as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear a legend in substantially the following form: Each security covered by this Advice includes certain rights to purchase Series A Junior Participating Preferred Stock of Administaff, Inc.(the “Company”) and entitles the holder thereof to certain Rights as set forth in the Rights Agreement between the Company and Mellon Investor Services LLC (the “Rights Agent”) dated as of November 13, 2007, as amended and restated as of December 8, 2000, as it may from time to time be further supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company will mail to the holder of the security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to the such shares of Common Stock issued after the Record Datedescribed in this Section 3(c), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will or held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock, whether by transfer or physical certificates will or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesStock.

Issue of Rights Certificates. (a) Prior On the Record Date, or as soon as practicable thereafter, the Company will send (directly or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Series A Junior Participating Preferred Stock in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company or transfer agent or registrar for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, (i) the Rights will shall be evidenced (subject to the provisions by such shares of this Section 3(b)) by the certificates for the Common Stock registered in the names of the holders thereof together with the Summary of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) , and not by separate Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with such shares of Common Stock. (b) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but before the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially in the following form: “[This certificate] [These shares] also evidence[s] and entitle[s] the holder hereof to certain Rights as set forth in a Rights Agreement between Daktronics, Inc. (ii) the “Company”), and Equiniti Trust Company (the “Rights Agent”), dated as of [·], 2018, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares]. The Company will mail to the holder of [this certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement), or specified transferees of such Acquiring Person (or Related Person thereof) may become null and void and will no longer be transferable.” With respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such certificate(s) shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone, registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. If the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but before the Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including including, without limitation, a transfer to the Company). . (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon the written request of the Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents, at the expense of the Company, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A C hereto (the "“Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)11, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, and the Rights will be evidenced by such certificates for the Common Stock Certificates and the registered holders Rights shall be transferable separately from the transfer of Common Stock. The Company shall promptly notify the Common Stock will also be Rights Agent in writing upon the registered holders of the associated Rights. Until the earlier occurrence of the Distribution Date or the Expiration Date (as defined in Section 7)and, if such notification is given orally, the transfer of any certificates representing shares of Common Stock Company shall confirm the same in respect of which Rights have been issued will also constitute writing on or before the transfer of next Business Day. Until such written notice is received by the Rights associated with such shares of Common Stock. (c) Agent, the Rights will be issued in respect of Agent may presume conclusively for all shares of Common Stock purposes that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND WACHOVIA BANK, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of such certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificateshas not occurred.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between ▇▇▇▇▇ Corporation (THE the "COMPANYCompany") AND WACHOVIA BANK, N.A. and Fleet National Bank (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of July 18, 1998 2000 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock will be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will will, if requested by written notice and provided with all necessary information, (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the CompanyCompany [or the transfer agent or registrar for the Common Stock], one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices, and the Rights will be transferable only separately from the transfer of the shares of Common Stock. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As soon as practicable following the Record Date, the The Company will send a copy make available copies of a the Summary of Rights, in substantially the form of attached hereto as Exhibit B, by first-class, postage prepaid mailC, to each any record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stockrequesting a copy thereof. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's ’s treasury) from and after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (including all shares distributed in the Spin-Off) shall also be deemed to be certificates for Rights, and will shall bear a legend in substantially the following legendform: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Seahawk Drilling, Inc. (THE "COMPANY"the “Company”) AND WACHOVIA BANKand Mellon Investor Services LLC (the “Rights Agent”) dated as of , N.A. 2009 [Date of Agreement] as it may from time to time be supplemented or amended (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"the “Rights Agreement”), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTUnder certain circumstances set forth in the Rights Agreement, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO ISRights beneficially owned by or transferred to any Person who is, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON was or becomes an Acquiring Person or an Affiliate or Associate thereof (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas such terms are defined in the Rights Agreement), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERand certain transferees thereof, MAY BECOME NULL AND VOIDwill become null and void and will no longer be transferable. Each book-entry account for such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (including all shares distributed in the Spin-Off) shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear a legend in substantially the following form: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Seahawk Drilling, Inc. (the “Company”) and Mellon Investor Services LLC (the “Rights Agent”) dated as of , 2009 [Date of Agreement] as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to the such shares of Common Stock issued after the Record Datedescribed in this Section 3(c), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will or held in such book-entry accounts shall be evidenced by such certificates alone or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any shares of such Common Stock, whether by transfer of physical certificates will or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesStock.

Issue of Rights Certificates. (a) Prior to Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b)3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock will be deemed also to be certificates for Rights) and not by separate certificates, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreementherein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p)) hereof, at the time of distribution of the Rights Certificates, the Company will shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit BC, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights, and the registered holders of the Common Stock will shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as defined in Section 7)Date, the transfer of any of the certificates representing shares of for Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued will the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates. (c) Rights will shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock will that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and will shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between McDermott International, Inc. (THE the "COMPANYCompany") AND WACHOVIA BANKand EquiServe Trust ▇▇▇▇▇▇y, N.A. (THE the "RIGHTS AGENTRights Agent") DATED AS OF AUGUST 26dated as of October 17, 1998 2001 as it may from time to time be supplemented or amended (AS AMENDED FROM TIME TO TIME, THE the "RIGHTS AGREEMENTRights Agreement"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. UNDER CERTAIN CIRCUMSTANCESUnder certain circumstances, AS SET FORTH IN THE RIGHTS AGREEMENTas set forth in the Rights Agreement, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATEsuch Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTThe Company will mail to the holder of this certificate a copy of the Rights Agreement, AS IN EFFECT ON THE DATE OF MAILINGas in effect on the date of mailing, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUESTwithout charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERAND CERTAIN TRANSFEREES THEREOF, MAY WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the shares of Common Stock issued after the Record Dateforegoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will shall be evidenced by such certificates alone alone, and registered holders of Common Stock will shall also be the registered holders of the associated Rights, and the transfer of any of such certificates will shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.