Common use of Signature Clause in Contracts

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___

Signature. This Warrant Please complete and sign this page, manually or electronically, and submit it to Tradeview for acceptance. An electronic signature may only be exercised used in such form as may be specified or accepted by presentation Tradeview. In case of a manual signature, please send the document to xxxxxxx@xxxxxxxxx.xx. By signing this Agreement (manually or electronically) you acknowledge and agree that you have read and accepted the Agreement, including the Risk Disclosure Statement (including, where applicable, the Additional Risk Disclosure statement), the Trading Rules and Regulations, the Order Execution Policy, the Conflicts of Interest policy, fee schedules (on the Tradeview website) and other documents included as an Annex to this Agreement, and agree to be bound by all the provisions contained therein. OFFICER'S SIGNATURE: OFFICER'S PRINT NAME: DATE: ACCEPTED AND AGREED BY TRADEVIEW (FOR INTERNAL OFFICE USE ONLY): A copy of the Agreement accepted by Tradeview will be kept in Tradeview's records for such period as may be prescribed by law or longer as deemed appropriate by Tradeview and will be accessible for your inspection or by your authorized representatives, at Tradeview' office during normal business hours, upon request. ACCOUNT HOLDER'S SIGNATURE: PRINT NAME: DATE: FOR INDIVIDUAL ACCOUNTS: AUTHORIZED CORPORATE ACCOUNT HOLDER'S SIGNATURE: AUTHORIZED CORPORATE ACCOUNT HOLDER'S PRINT NAME: DATE: FOR CORPORATE ACCOUNTS: ANNEX I. Tradeview Risk Disclosure for Spot OTC Foreign Exchange, Spot OTC Precious Metals, Contracts for Difference (CFD), futures and equities trading. You are required to read and acknowledge that you have read and understood this Risk Disclosure Statement. By signing the Agreement, you acknowledge, understand and agree to the Warrant Agent at one following disclosures: The Tradeview Risk Disclosure Statement is a pertinent part of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx XxClient Agreement and is hereby incorporated into the Agreement by reference and made a pertinent part hereof. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx XxMany foreign exchange dealers and/or brokers are compensated by taking the difference between the bid/ask spread in the price published to their clients. tradeview will be compensated by charging a commission and a markup of the raw spread we receive from our liquidity providers and when acting as your principal counterparty may take the difference between the bid/ask spread. Tradeview may participate in markups and commissions requested by agents. The method foreign currency trading you are entering into is over the-counter and is not conducted on an exchange. All equities and futures trading is conducted on regulated exchanges. Trading in margined Foreign Exchange, Precious Metals, CFDs, futures and equities involves a significant degree of delivery of this Warrant Certificate is at risk including the option and risk of losing all or more than all your Capital. Trading in these markets is not suitable for everyone and you should consider your decision in light of your personal financial circumstances, education, knowledge and appetite for risk. The Account is yours and you are responsible for monitoring your Account. We do not accept any liability for monitoring the exercising holder risk you assume in your Account or for the activities of those third parties to whom you grant trading authority or otherwise grant access to your Account. This brief statement does not disclose all of the risks and other significant aspects of spot OTC Foreign Currency, Precious Metals, CFD, futures and equities trading. In line with the associated risks, you should only trade if you understand the nature of the trading in which you are about to engage and the delivery full extent of this Warrant Certificate your risk exposure and we urge you to analyze your trading objectives, trading capital, investment limitations and tax status. You understand and agree that we provide order clerks for emergency trading access on a 24-hour basis when the market is open. You further understand and agree that access to telephone trading is restricted to emergency instances when your platform is down and you have no other access to your account through a web enabled or mobile enabled platform. Finally, you also understand and agree that access to telephone trading is restricted to offsetting open positions using market orders. Our clerks will be deemed to be made only when actually received by not accept contingent orders over the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form telephone and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in you may not open new positions over the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___telephone.

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address to which Warrant Shares are to be mailed if Please insert social security or other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentidentifying number: (Street Address) (City Please print name and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Codeaddress) Dated: Signature: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Eligible Guarantor Institution Acquiring Person or an Affiliate or Associate thereof (each as that term is defined in Rule 17Ad-15 the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Securities Exchange Act Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of 1934Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as amendeddefined below). SIGNATURE GUARANTEE Name The description and terms of Firm Address Area Code the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Number Authorized Signature Name Title Dated: , 200___Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. NOTICE The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than signature in the name Form of Assignment or Form of Election to Purchase, as the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrantscase may be, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on written upon the face of this Warrant CertificateRight Certificate in every particular, without alteration or enlargement or any change whatsoever. If Warrant SharesIn the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, or a Warrant as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate evidencing unexercised Warrants, are to be issued an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On April 11, 2013, the Board of Directors of Global Income Fund, Inc. (the “Company”) adopted a name other than resolution declaring a dividend of one right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Shares”), of the Company. The dividend is payable on April 12, 2013 (the “Record Date”) to the stockholders of record on that of date. Each Right entitles the registered holder hereof or are to be delivered purchase from the Company one (1) Common Share at a price equal to an address other than the address aggregate par value of such holder as shown on Common Shares (the books “Purchase Price”), subject to adjustment. The description and terms of the Warrant AgentRights are set forth in a Rights Agreement dated as of April 12, 2013 (the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of “Rights Agreement”) between the Securities Exchange Act of 1934Company and American Stock Transfer & Trust Company, LLC, as amendedRights Agent (the “Rights Agent”). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locationsaddress: By hand at: Securities Transfer Corporation 2000 Xxxxxx Pacific Stock Transfer, LLC, 0000 Xxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxSuite 403, XX 00000 Attn: Kxxxx Xxxxxx XxLas Vegas, NV 89119. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Firm: Address: Area Code and Number Number: Authorized Signature Name Title Signature: Name: Title: Dated: ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, 200____________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO: ____________________ ____________________ (Please print name and (Please insert social address including zip code of security or other assignee) identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm: Address: Area Code and Number: Authorized Signature: Name: Title:

Signature. This Warrant may only (Sign exactly as your name appears on the other side of this Preferred Stock Certificate) Signature Guarantee: EXHIBIT B NOTICE OF CONVERSION (To be exercised Executed by presentation the Holder in order to Convert the Preferred Stock) The undersigned hereby irrevocably elects to convert (the “Conversion”) shares of Series B Convertible Preferred Stock (the “Preferred Stock”), represented by stock certificate No.(s) . (the “Preferred Stock Certificates”) into shares of common stock (“Common Stock”) of Chaparral Energy, Inc. (the “Company”) according to the Warrant Agent at one conditions of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method Certificate of delivery of this Warrant Certificate is at the option and risk Designation of the exercising holder and Preferred Stock (the delivery “Certificate of this Warrant Certificate will be deemed to be made only when actually received by Designation”), as of the Warrant Agentdate written below. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, shares are to be issued in the name of a name other than that of the registered holder hereof or are to be delivered to an address person other than the address undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith the Preferred Stock Certificates. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). The undersigned represents and warrants that all offers and sales by the undersigned of the shares of Common Stock issuable to the undersigned upon conversion of the Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933 (the “Act”), or pursuant to any exemption from registration under the Act. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designation. Date of Conversion: Applicable Conversion Price: Number of shares of Preferred Stock to be Converted: Signature: Name: Address:** Fax No.: * The Company shall issue and deliver shares of Common Stock to an overnight courier not later than three business days following receipt of this notice. **Address where shares of Common Stock and any other payments or certificates shall be sent by the Company. EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF PREFERRED STOCK Re: Series B Convertible Preferred Stock (the “Preferred Stock”) of Chaparral Energy, Inc. (the “Company”) This Certificate relates to shares of Preferred Stock held by (the “Transferor”). The Transferor has requested the Company by written order to exchange or register the transfer of Preferred Stock. In connection with such request and in respect of such holder as shown on the books of the Warrant AgentPreferred Stock, the above signature must be guaranteed by a Transferor does hereby certify that the Transferor is familiar with the Certificate of Designation relating to the above-captioned Preferred Stock and that the transfer of this Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because: o Such Preferred Stock is being acquired for the Transferor’s own account without transfer. o Such Preferred Stock is being transferred to the Company. o Such Preferred Stock is being transferred in reliance on and in compliance with an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 exemption from the registration requirements of the Securities Exchange Act of 1934, as amended)Act. SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated(INSERT NAME OF TRANSFEROR] by: , 200___Date: Please check applicable box.

Signature. This Warrant may only If shares are to be exercised registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any DTC Participant DTC Participant Number Signature Guarantee: Date: Signature must be guaranteed by presentation a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Warrant Purchase Contract Agent at one Signature of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. Signature Guarantee ELECTION TO SETTLE EARLY The method of delivery undersigned Holder of this Warrant Certificate is at Purchase Contract hereby irrevocably exercises the option and risk of the exercising holder and the delivery of this Warrant Certificate will to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be made only when actually received in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by the Warrant Agentthis Purchase Contract as specified below. If delivery is by mailThe undersigned Holder directs that a certificate for shares of Common Stock or other securities, registered mail with return receipt requestedas applicable, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to deliverable upon such Early Settlement be registered if other than in the name of the registered holder of this Warrant Certificate: Address of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Warrant Shares are to be mailed if other than Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of the registered holder of this Warrant Certificate Common Stock or other securities, as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if anyapplicable, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if a Person other than to the address of undersigned, the registered holder of this Warrant Certificate undersigned will pay any transfer tax payable incident thereto, as shown on provided in the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Purchase Contract Agreement. Dated: Signature DTC Participant DTC Participant Number Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guarantee: Date: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Purchase Contract Agent Signature of Signature Guarantee Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: Name Address REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A* SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is [ ]. The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent * Include only if a Global Purchase Contract. XXXXXXXXXX 0 XXXXXX XXXXXX HEALTH INCORPORATED 2.75% SENIOR AMORTIZING NOTES DUE 2023 CUSIP No.: 28414H AK9 ISIN No.: US28414HAK95 No. [ ] [Initial]* Number of Notes: [ ] ELANCO ANIMAL HEALTH INCORPORATED, an Eligible Guarantor Institution Indiana corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Deutsche Bank Trust CompanyAmericas, as that term is defined in Rule 17Ad-15 attorney-in-fact of holder(s) of the Securities Exchange Act Units of 1934which this Note forms a part]* [ ]**, or registered assigns (the “Holder”), the initial principal amount of $7.2007 for each of the number of Notes set forth above[, which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as amendedappropriate, in accordance with the terms of the Indenture]*, in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment”), constituting a payment of interest (at a rate of 2.75% per annum) and a partial repayment of principal, payable on each February 1, May 1, August 1 and November 1, commencing on May 1, 2020 (each such date, an “Installment Payment Date”, and the period from, and including, January 27, 2020 to, but excluding, the first Installment Payment Date and thereafter each quarterly period from, and including, the immediately preceding Installment Payment Date to, but excluding, the relevant Installment Payment Date, an “Installment Payment Period”) with the final Installment Payment due and payable on February 1, 2023, all as set forth on the reverse hereof and in the Indenture referred to on the reverse hereof. To the extent that payment of interest shall be legally enforceable, interest shall accrue and be payable on any overdue Installment Payments or principal at a rate of 2.75% per annum. Each Installment Payment for any Installment Payment Period shall be computed on the basis of a 360-day year of twelve 30-day months. If an Installment Payment is payable for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the actual number of days elapsed per 30-day month. Furthermore, if any date on which an Installment Payment is payable is not a Business Day, then payment of the Installment Payment on such date shall be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Person in whose name the Note is registered, with limited exceptions as provided in the Indenture, at the close of business on January 15, April 15, July 15 and October 15 immediately preceding the relevant Installment Payment Date, as applicable (each, a “Regular Record Date”). SIGNATURE GUARANTEE Name Installment Payments shall be payable (x) in the case of Firm Address Area Code and Number Authorized Signature Name Title Dated: any Certificated Note, 200___at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of Installment * Include only if a Global Note. ** Include only if not a Global Note. Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or (y) in the case of any Global Note, by wire transfer in immediately available funds to the account of the Depository or its nominee or otherwise in accordance with applicable procedures of the Depository. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been manually signed by or on behalf of the Trustee. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. [ ] By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. [ ] The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___20 ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, hereby sell(s), assign(s) and Transfer(s) unto (Please print name and address including zip code of assignee) (Please insert social security or other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 20 QuickLinks Exhibit 4.4

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address to which Warrant Shares are to be mailed if Please insert social security or other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentidentifying number: (Street Address) (City Please print name and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Codeaddress) Dated: Signature: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an Eligible Guarantor Institution (as that term is defined in approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amendedin effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, 200___as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 6, 2011, the Board of Directors of Central European Distribution Corporation, a Delaware corporation (the “Company”), authorized and directed the issuance, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”), of the Company outstanding as of the close of business on September 19, 2011 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Preferred Shares”), at a price of $45.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”), dated as of September 6, 2011. Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates or to the registration of uncertificated Common Shares in the Company’s share register, if any, and no separate certificates evidencing the Rights (the “Right Certificates”) will be issued. Separate Rights Certificates will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth business day following a public announcement or disclosure indicating that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% or more of the outstanding Common Shares or (ii) the tenth business day (or such later date as the Board of Directors may determine prior to such time as any person or group becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the then outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, if any, that are registered after the Record Date upon transfer or new issuance of such Common Shares will also contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares, or the registration of transfer of ownership in the Company’s share register with respect to uncertificated Common Shares, outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate or registration. The Rights are not exercisable until the Distribution Date. The Rights will expire on September 6, 2021 (the “Expiration Date”), unless the Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

Signature. This Warrant may only be exercised Subscription Agreement is executed by presentation to the Warrant Agent Subscriber. By ticking the checkbox at one the end of this Subscription Agreement, the Subscriber, or an authorised representative of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxSubscriber, XX 00000 Attn: Kxxxx Xxxxxx Xxagrees that the Subscriber will be bound by this Subscription Agreement. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxSchedule 1 - FORM OF CONFIRMED CERTIFICATE TERMS Dated [•] CAP-IT ISSUER LIMITED Non-negotiable Cap-It Certificate number [•], XX 00000 Attn: Kxxxx Xxxxxx Xx. The method issued by Cap-It Issuer Limited (the "Issuer") for the purpose of delivery of this Warrant Certificate is at financing the option and risk Issuer’s purchase of the exercising holder underlying Cap Investment corresponding to this Cap-It Certificate (and payment of the delivery of this Warrant Certificate will Issuer Mark-up) as detailed below. Terms used herein shall be deemed to be made defined as such for the purposes of the Conditions set forth in the Deed Poll, as may be modified or supplemented from time to time. This document constitutes the Confirmed Certificate Terms of the Cap-It Certificate described therein and must be read in conjunction with the Deed Poll and Conditions. Information on the Issuer and the purchase of a Cap- It Certificate is only when actually received by available on the Warrant Agentbasis of the combination of the Deed Poll, the Conditions, the Subscription Agreement and the Confirmed Certificate Terms. If delivery is by mailThe Deed Poll and the Conditions are available for viewing at the Website (xxxxx.xx.xx), registered mail with return receipt requested, properly insured, is recommendedas are the form of the Confirmed Certificate Terms and the form of the Subscription Agreement. In all caseseach case where Payment Amounts are stated herein, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name or in which Warrant Shares are the Deed Poll or in the Conditions to be registered if other than payable in the name respect of the registered holder Cap-It Certificate, the obligations of this Warrant Certificate: Address the Issuer to which Warrant Shares are to pay any such Payment Amount shall be mailed if other than conditional on Proceeds having been received pursuant to the address of underlying Cap Investment. CAP-IT CERTIFICATE Certificate Holder [SUBSCRIBER NAME] Issuer: Cap-It Issuer Limited Certificate Number: [CERTIFICATE NUMBER] Issue Price: [CERTIFICATE ISSUE PRICE] Issue Date: [CERTIFICATE ISSUE DATE] Amount Protected: [CERTIFICATE AMOUNT PROTECTED] Start Date* [CERTIFICATE START DATE] Maturity Date: [CERTIFICATE MATURITY DATE] Cap Rate: [CERTIFICATE CAP RATE] Benchmark Interest Rate: [CERTIFICATE BENCHMARK INTEREST RATE] Calculation Period: [CERTIFICATE CALCULATION PERIOD] Reference Dates: [CAP INVESTMENT PAYMENT DATES] Payment Dates: Each Payment Date shall fall five (5) Business Days after the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentrespective Reference Date. Payment Amount: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised WarrantsThe amount payable, if any, are under a Cap-It Certificate to the Certificate Holder on a given Payment Date, as determined by the Calculation Agent. The Payment Amount will be registered if other than zero unless the Benchmark Interest Rate of the Cap-It Certificate in the name of relevant Calculation Period is set higher than its Cap Rate, in which case the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to Payment Amount shall be mailed if other than a positive amount calculated and payable to the address of Certificate Holder in accordance with the registered holder of this Warrant Certificate as shown on Payment Formula. *The Start Date cannot precede the books of Issue Date. If the Warrant Agent: Issue Date is later than the Start Date, then the requested Start Date will be adjusted by the Calculation Agent accordingly (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects usually to the name of next business day after the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amendedIssue Date). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___.

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address to which Warrant Shares are to be mailed if Please insert social security or other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentidentifying number: (Street Address) (City Please print name and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Codeaddress) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an Eligible Guarantor Institution office or correspondent in the United States. Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as that term is defined in Rule 17Ad-15 the Rights Agreement). After due inquiry and to the best knowledge of the Securities Exchange Act undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated: Signature The signature in the Form of 1934Assignment or Form of Election to Purchase, as amendedthe case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On [•], 2005, the Board of Directors of Lakers Holding Corp. (the “Company”) authorized and declared the issuance of one preferred share purchase right (a “Right”) for each share of common stock, par value $.01 per share (the “Common Shares”), of the Company to be issued in the distribution of Common Shares effective [•], 2005 (the “Record Date”), as such distribution is described in the Registration Statement on Form S-4 (File No. 333-119929) dated [•] (the “Transaction”). SIGNATURE GUARANTEE Name Each Right entitles the registered holder to purchase from the Company one one-thousandth of Firm Address Area Code a share of Series A Junior Participating Preferred Stock of the Company, par value $.01 per share (the “Preferred Shares”), at a price of $35 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and Number Authorized Signature Name Title Dated: terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and National City Bank as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, 200___the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of the tenth day (or such other date as the Board of Directors of the Company shall determine) after (i) a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 7, 2009 (the “Expiration Date”), unless the Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. Flip-In If a person or group becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an exercise price of $50.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $100.00 worth of Common Shares (or other consideration, as noted above) for $50.00. Assuming a value of $25.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $50.00. Flip-Over In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right.

Signature. This Warrant may By signing this form, I acknowledge that I have read and understood the Tax Withholding instructions and Xxxxxxxx is not responsible for determining the appropriateness of the distribution and withholding election. Also, my federal, state, and nonresident alien income tax withholding election is applicable to any subsequent scheduled distributions, until I revoke the election under the procedure established by the Custodian. Power of Attorney (Please read carefully) If you are signing this form as an active Attorney-In-Fact for the account owner, you are hereby attesting that you have no knowledge of any act pursuant to said Power of Attorney or have received actual notice of the revocation or termination of said Power of Attorney by death, disability, or otherwise, or notice of any facts indicating same. That you agree that you will notify the introducing financial institution of the principal’s death, of any termination or revocation of the Power of Attorney, and/or modification of the Power of Attorney; you also agree that, if the Power of Attorney is not durable, then you will notify the introducing financial institution of any incapacity of the principal that would render the Power of Attorney void. The Power of Attorney is in full force and effect. TRADITIONAL IRA, SEP, SIMPLE, AND XXXX XXX FEDERAL AND STATE INCOME TAX WITHHOLDING INSTRUCTIONS In most cases, federal and state income tax law requires that we withhold tax from your distribution. You can submit your elections by completing Section III D of your IRA Distribution Request Form and following the chart below. If you do not make an election, we will automatically withhold as follows: FEDERAL: 10 percent of your gross distribution. STATE: Based on your residency as outlined below. IF YOUR STATE OF RESIDENCE IS: STATE INCOME TAX WITHHOLDING REQUIREMENTS AND ELECTIONS AK, FL, HI, NH, NV, SD, TN, TX, WA, WY STATE INCOME TAX WITHHOLDING IS NOT REQUIRED State income tax withholding is not required for residents of these states. We will not withhold state income tax from your distribution if you reside in these states. AL, AZ, CO, CT, DC, GA, ID, IL, IN, KY, LA, MD, MI, MN, MO, MS, MT, ND, NJ, NM, NY, OH, PA, RI, SC, UT, VA, WI, WV VOLUNTARY STATE INCOME TAX WITHHOLDING We will withhold state income tax only if you instruct us to do so. If you want state income taxes to be exercised by presentation withheld, you must indicate the amount or percentage. NOTE: We require tax withholding amounts to be requested in whole dollars for the following states: Colorado, Connecticut, Missouri, and New Jersey. DE, IA, KS, MA, ME, NE, OK MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will withhold state income tax according to the Warrant Agent at one of rates below when federal income tax is withheld from your distribution: DELAWARE, IOWA, KANSAS, MAINE, NEBRASKA, AND OKLAHOMA 5.00% OF GROSS DISTRIBUTION MASSACHUSETTS 5.30% OF GROSS DISTRIBUTION If you have elected not to withhold federal income tax, but request state income tax withholding, the following locationsrules apply: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxDELAWARE, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxKANSAS, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate MAINE, MASSACHUSETTS, AND NEBRASKA SPECIFY A DOLLAR AMOUNT OR A PERCENTAGE IOWA AND OKLAHOMA 5.00% OR MORE OF GROSS DISTRIBUTION AR, CA, NC, OR, VT MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than withhold state income tax according to the address rates below whenever federal income tax is withheld from your distribution, unless you indicate otherwise: ARKANSAS 3.00% OF GROSS DISTRIBUTION CALIFORNIA 10.00% OF FEDERAL INCOME TAX WITHHELD NORTH CAROLINA 4.00% OF GROSS DISTRIBUTION OREGON 9.00% OF GROSS DISTRIBUTION VERMONT 27.00% OF FEDERAL INCOME TAX WITHHELD If you want state income tax withholding at a different rate (or no state income tax withholding), check the box “Do not withhold state income tax” in Section III D 2 of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, your IRA Distribution Request Form or specify a dollar amount or a Warrant Certificate evidencing unexercised Warrantspercentage to indicate your state income tax withholding election. Rates are subject to change without notice. Keep this page for your records. TAXGRID IRA 09-10 CLEAR FORM IRA DISTRIBUTION REQUEST PLEASE READ THE ATTACHED INSTRUCTIONS USE OF THIS FORM WILL RESULT IN A REPORTABLE DISTRIBUTION TO THE INTERNAL REVENUE SERVICE AND STATE TAX AUTHORITIES, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___AS REQUIRED.

Signature. This Warrant may only be exercised by presentation I acknowledge that I have read, understand and agree to the Warrant Agent terms and conditions set forth in this Unidem Sales Inc. Independent Representative Application and Agreement (“Agreement”). I will conduct my business in accordance with this Agreement, the Unidem Sales Inc. Policies and Procedures and Compensation Plan documents, which I acknowledge as having read and understood, and other materials provided to me by Unidem Sales Inc. as they may be amended from time to time. I understand and acknowledge that no person has been authorized to give any information or make any representation not contained herein or in any Unidem Sales Inc. literature and, if given or made, such information or representation must not be relied upon as having been authorized by Unidem Sales Inc. I hereby cer- tify that the information furnished with this Agreement is true and correct and that Unidem Sales Inc is authorized to independently confirm and verify such informa- tion. I understand that this agreement is subject to such verification and acceptance by Unidem Sales Inc. at one its sole discretion. Applicant’s Signature Applicant Name (print) Date Authorized acceptance on behalf of DIRECT DEPOSIT: All commission and bonuses are paid through direct deposit into your personal account that has already been provided. New Representatives, please complete the Direct Bank Deposit Information below in order to properly set up your deposits (and attach a voided cheque if completed manually). I hereby authorize Unidem Sales Inc. to initiate credit entries (deposits) to my chequing account indicated below in the attached voided cheque at the depositor named on said xxxxxx, hereinafter called DEPOSITORY, to credit commission and same to such account. The authorization is to remain in full force and effective until Unidem Sales Inc. written notification from me of its termination in such time and in such manner as to afford Unidem Sales Inc. and DEPOSITORY a reasonable opportunity to act on it. If I change banks or account numbers, this authorization becomes void and I must sign a new authorization available online in the Representatives section of the following locationsUnidem Sales Inc. website. Unidem Sales Inc. shall have no liability to me for any losses or damages suffered by me as a result of use of Unidem Sales Inc. direct deposits as specified. Authorized Account Holder’s Signature Date Account Holder’s name (Print) DIRECT DEPOSIT BANK PAYMENT INFORMATION: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Account Holder (Must be same as Applicant) Bank and Transit Number Name of Bank Address Area Code and Number Authorized Signature Name Title Datedof Bank ATTACH VOID CHEQUE IF AVAILABLE Applicant Initial: , 200___Page 1 INDEPENDENT REPRESENTATIVE APPLICATION AGREEMENT

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. NOTICE The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than signature in the name Form of Assignment or Form of Election to Purchase, as the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrantscase may be, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on written upon the face of this Warrant CertificateRight Certificate in every particular, without alteration or enlargement or any change whatsoever. If Warrant SharesIn the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, or a Warrant as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate evidencing unexercised Warrants, are to be issued an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On June __, 2000, the Board of Directors of Sierra Well Service, Inc. (the "Company") declared a name other than dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share ("Common Stock"), of the Company. The distribution is payable on June ___, 2000 (the "Record Date") to the stockholders of record on that of date. Each Right entitles the registered holder hereof or thereof to purchase from the Company one-hundredth of a share of Series One Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a price of $70.00, subject to adjustment. The following is a summary of the Rights; the full description and terms of the Rights are set forth in a Stockholder Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights and the Preferred Stock does not purport to be delivered complete and is qualified in its entirety by reference to all the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which Rights Agreement and Certificate of Designation are incorporated herein by reference. Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the Distribution Date will occur upon the earlier of (i) 10 business days following the date of public announcement that a person or group of persons has become an address other than Acquiring Person (as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the address Board of Directors prior to the time a person becomes an Acquiring Person) following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer upon consummation of which the offeror would, if successful, become an Acquiring Person (the earlier of such holder as shown on dates being called the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended"Distribution Date"). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares shares are to be registered if other than in the name of and delivered to a Person other than the registered holder Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Signature Guarantee: (if assigned to another person) REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Warrant Certificate: Address Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Warrant Shares Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be mailed if registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: Signature Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or REGISTERED HOLDER Corporate Units Certificates are to be registered in the name of and Please print name and address of delivered to and Pledged Senior Notes or the registered holder of this Warrant Certificate Applicable Ownership Interests in the Treasury Portfolio, as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if anycase may be, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address transferred to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of increase in Number of Corporate Units evidenced by the Global Certificate Amount of decrease in Number of Corporate Units evidenced by the Global Certificate Number of Corporate Units evidenced by this Global Certificate following such holder decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT U.S. Bank Trust National Association The Purchase Contract Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Fax: (000) 000-0000 Re: [ Corporate Units] [ Treasury Units] of Xxxxxxxxx’x, Inc., a Delaware corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank Trust National Association, as shown on Securities Intermediary, for credit to the books Collateral Account, $ aggregate principal amount of [Senior Notes] [Treasury Securities] in exchange for the Warrant [Pledged Senior Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interest] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of May 7, 2004 (the “Pledge Agreement”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Securities Exchange Act undersigned Holder the [Pledged Senior Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. Date: Signature Guarantee: Please print name and address of 1934Registered Holder: Name Social Security or other Taxpayer Identification Number, as amended). SIGNATURE GUARANTEE Name if any Address EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200Collateral upon Occurrence of a Termination Event) [HOLDER] ____________________________ ____________________________ Attention: Telecopy:

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects correspond to the name of the holder as specified on written upon the face of this Warrant Certificate. If Warrant SharesRights Certificate in every particular, without alteration or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof enlargement or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature any change whatsoever.) Signature must be guaranteed by a Canadian Schedule 1 chartered bank, a major Canadian trust company, a member of a recognized stock exchange or a member of a recognized Medallion Program (STAMP, MSP or SEMP). (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Eligible Guarantor Institution Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all capitalized terms are used as that term is defined in Rule 17Ad-15 the Rights Agreement). Dated: Signature: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) NOTICE In the event the certification set forth above in the Form of Election to Exercise is not completed upon exercise of the Securities Exchange Act Right(s) evidenced hereby or in the event that the certification set forth above in the Form of 1934Assignment is not completed upon the assignment of the Right(s) evidenced hereby, the Corporation will deem the Beneficial Owner of the Right(s) evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with any of them (each as amended)defined in the Rights Agreement) and, in the case of an assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate. SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated(To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: , 200OPEN TEXT CORPORATION The undersigned hereby irrevocably elects to exercise ______________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares (or other, securities or title to such property) be issued in the name of: (Name) (Street) (City and State or Province) (Country, Postal Code or Zip Code) SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Street) (City and State or Province) (Country, Postal Code or Zip Code) SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER Dated: Signature: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian Schedule 1 chartered bank, a major Canadian trust company, a member of a recognized stock exchange or a member of a recognized Medallion Program (STAMP, MSP or SEMP). (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all capitalized terms are used as defined in the Rights Agreement). Dated: Signature:

Signature. This Date: -------------------- Signature Guaranteed: ------------------- EXHIBIT B [Form of Mandatory Exercise Notice] (To Be Executed Upon Mandatory Exercise Of All Warrants Pursuant to Section 5 of the Warrant may only be exercised by presentation Agreement) To: [Insert Name of Registered Holder] Re: [Insert Registration No(s). of Warrant Certificate(s) Registered in Name of Above-Mentioned Registered Holder] Reference is made to the Warrant Agent at one Agreement, dated November 25, 1998, ( as amended or otherwise modified, "Warrant Agreement"), between the undersigned and the purchaser party thereto. Unless otherwise defined, capitalized terms used herein have the meanings provided therefor in the Warrant Agreement. Pursuant to Section 5 of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxWarrant Agreement, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method the undersigned hereby elects to cause a Mandatory Exercise of delivery of this Warrant Certificate is at the option and risk all (but not less than all) Warrants outstanding as of the exercising holder date hereof and issued pursuant to or in connection with the Warrant Agreement or the Securities Purchase Agreement. Accordingly, upon tender of all Warrant Certificates held by you and payment in the amount of $_____________, you shall be entitled to receive ______ shares of Common Stock, all in accordance with the terms hereof and the delivery Warrant Agreement. Certificates for such shares of this Warrant Certificate will be deemed Common Stock to be made only when actually received by issued as a result of the Mandatory Exercise contemplated hereby shall be issued upon tender of the Warrant Agent. If delivery is by mailCertificate(s) and Exercise Price, registered mail with return receipt requestedas set forth above, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such certificates for Common Stock shall be registered if other than in the name of the registered holder of this Warrant Certificate: Address such Person(s) at such address(es), and shall be delivered by us to which Warrant Shares such Person(s) at such address(es), as you shall instruct us in writing. You are hereby notified that, pursuant to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books Section 5 of the Warrant Agent: Agreement, you are entitled to elect the form of payment of the Exercise Price for your Warrants being exercised as a result of the Mandatory Exercise hereunder; provided that, if no such election is made by you within five Business Days following the Mandatory Exercise Date, you shall be deemed to have elected to pay such Exercise Price by tendering Warrants having a fair market value (Street Addressas defined in the Warrant Agreement) (City and State) (Zip Code) Name equal to such Exercise Price. You shall also have the right to object to join any calculation set forth above in which Warrant Certificate evidencing unexercised respect of the Exercise Price or the number of shares of Common Stock issuable upon exercise of your Warrants, if any, are to and no such calculation shall be registered if other than in binding on you until you and the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___undersigned shall have mutually agreed thereto.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. A notary public is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended)not sufficient. SIGNATURE GUARANTEE Name of Firm ___________________ Address _______________________ Area Code and Number __________________ Authorized Signature _____________________ Name _________________________ Title __________________________ Dated: __________________________, 200___ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO ________________________________________________________ __________________________________ _______________________________________ (Please print name and address (Please insert social security or including zip code of assignee) other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: ____ Signature (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. SIGNATURE GUARANTEE Name of Firm ____________________________ Address ________________________________ Area Code and Number ____________________________ Authorized Signature ______________________________ Name __________________________________ Title ___________________________________ Dated: __________________________, 200___

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Corporate Stock Transfer, Inc. 3000 Xxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX Xxxxxxxx 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Corporate Stock Transfer, Inc. 3000 Xxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX Xxxxxxxx 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure ensure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are is to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are is to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature: Signature must conform in all respects to the name of the holder Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder Holder hereof or are to be delivered to an address other than the address of such holder Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200_____________, 20__

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address to which Warrant Shares are to be mailed if Please insert social security or other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentidentifying number: (Street Address) (City Please print name and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Codeaddress) Dated: Signature: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an Eligible Guarantor Institution (as that term is defined in approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as amendedthe case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On January 11, 2008, the Board of Directors of CNET Networks, Inc. (the “Company”) authorized and declared the issuance of one preferred share purchase right (a “Right”) for each share of common stock, par value $0.0001 per share (the “Common Shares”), of the Company outstanding as of the close of business on January 21, 2008 (the “Record Date”). SIGNATURE GUARANTEE Name Each Right entitles the registered holder to purchase from the Company one one-thousandth of Firm Address Area Code a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at a price of $35 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and Number Authorized Signature Name Title Dated: terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and Computershare Trust Company, 200___N.A., as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth business day following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) the tenth business day (or such later date as the Board of Directors of the Company may determine prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercisable until the Distribution Date. The Rights will expire on January 11, 2018 (the “Expiration Date”), unless the Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

Signature. This Warrant may only NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Purchase Contracts in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be exercised by presentation registered in the name of, and delivered, together with a check in payment for any fractional share, to the Warrant Agent undersigned at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xxaddress indicated below unless a different name and address have been indicated below. The method undersigned will pay any transfer or similar taxes payable in connection with the issuance of delivery of this Warrant Certificate is at Common Stock or other securities to any Person other than the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed undersigned. Dated: Signature Signature Guarantee: (if assigned to be made only when actually received by the Warrant Agent. another Person) If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares shares are to be registered if other than in the name of and delivered to a Person other than the registered holder Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Warrant Certificate: Address Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Warrant Shares are Early Settlement is not effected, to be mailed if the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other securities to any Person other than the undersigned. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to the address which Early Settlement is being elected: If shares of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, Common Stock or Purchase Contracts are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACTS The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced by the Global Purchase Contract Amount of decrease in number of Purchase Contracts evidenced by the Global Purchase Contract Number of Purchase Contracts evidenced by the Global Purchase Contract following such holder as shown on the books decrease or increase Signature of the Warrant authorized signatory of Purchase Contract Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Continental Stock Transfer Corporation 2000 Xxxxxx & Trust Co. 10 Xxxxxxx Xxxxx, 0xx Xxxxx 000 XxxxxxXxx Xxxx, XX Xxx Xxxx 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Continental Stock Transfer Corporation 2000 Xxxxxx & Trust Co. 10 Xxxxxxx Xxxxx, 0xx Xxxxx 000 XxxxxxXxx Xxxx, XX Xxx Xxxx 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure ensure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are is to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are is to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street AddressXxxxxx Xxxxxxx) (City and StateXxxx xxx Xxxxx) (Zip Xxx Code) Dated: Signature Signature: Signature must conform in all respects to the name of the holder Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder Holder hereof or are to be delivered to an address other than the address of such holder Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200__________, 20__ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO (Please print name and address including zip code of assignee) (Please insert social security or other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 20__

Signature. This Warrant may only be exercised by presentation I acknowledge that I have read, understand and agree to the Warrant Agent terms and conditions set forth in this Unidem Sales Inc. Independent Representative Application and Agreement (“Agreement”). I will conduct my business in accordance with this Agreement, the Unidem Sales Inc. Policies and Procedures and Compensation Plan documents, which I acknowledge as having read and understood, and other materials provided to me by Unidem Sales Inc. as they may be amended from time to time. I understand and acknowledge that no person has been authorized to give any information or make any representation not contained herein or in any Unidem Sales Inc. literature and, if given or made, such information or representation must not be relied upon as having been authorized by Unidem Sales Inc. I hereby certify that the information furnished with this Agreement is true and correct and that Unidem Sales Inc is authorized to independently confirm and verify such information. I understand that this agreement is subject to such verification and acceptance by Unidem Sales Inc. at one its sole discretion. Applicant’s Signature Date Applicant Name (print) Authorized acceptance on behalf of DIRECT DEPOSIT: All commission and bonuses are paid through direct deposit into your personal account that has already been provided. New Representatives, please complete the Direct Bank Deposit Information below in order to properly set up your deposits (and attach a voided cheque if completed manually). I hereby authorize Unidem Sales Inc. to initiate credit entries (deposits) to my chequing account indicated below in the attached voided cheque at the depositor named on said cheque, hereinafter called DEPOSITORY, to credit commission and same to such account. The authorization is to remain in full force and effective until Unidem Sales Inc. written notification from me of its termination in such time and in such manner as to afford Unidem Sales Inc. and DEPOSITORY a reasonable opportunity to act on it. If I change banks or account numbers, this authorization becomes void and I must sign a new authorization available online in the Representatives section of the following locationsUnidem Sales Inc. website. Applicant Initial: By hand atI O N A G R E E M E N T Unidem Sales Inc. shall have no liability to me for any losses or damages suffered by me as a result of use of Unidem Sales Inc. direct deposits as specified. Authorized Account Holder’s Signature Date Account Holder’s name (Print) DIRECT DEPOSIT BANK PAYMENT INFORMATION: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Account Holder (Must be same as Applicant) Bank and Transit Number Bank Account Number Name of Bank Address Area Code and Number Authorized Signature Name Title Datedof Bank ATTACH VOIDED CHEQUE IF AVAILABLE Applicant Initial: , 200___INDEPENDENT REPRESENTATIVE AGREEMENT

Signature. This Warrant may only be exercised by presentation to (Sign exactly as your name appears on the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery other side of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Preferred Security Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and StateSignature(s) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution ("eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in STAMP or such other "signature guarantee program" as that term is defined may be determined by the Trustee in Rule 17Ad-15 of addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name .) XXXXXXX X-0 XXXX XX XXXXXX SECURITY CERTIFICATE THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 9.1 OF THE DECLARATION OF TRUST Certificate Number [ ] Number of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200Common Securities [ ] Certificate Evidencing Common Securities of MFH FINANCIAL TRUST [___] [___%] Common Securities (liquidation amount [$___] per Common Security) MFH FINANCIAL TRUST [ _ ], a statutory trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that Midland Financial Holdings, Inc. (the "Holder") is the registered owner of _______ common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the [-%] Common Securities (liquidation amount [$-] per Common Security) (the "Common Securities"). Except as provided in the Declaration, the Common Securities are not transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of [ _ ], as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. In addition, the Holder is deemed to have (i) agreed to the terms of the Indenture and the Debentures, including that the Debentures are subordinate and junior in right of payment to all present and future Senior Indebtedness and Other Financial Obligations (as defined in the Indenture) as and to the extent provided in the Indenture and (ii) agreed to the terms of the Common Securities Guarantee, including that the Common Securities Guarantee is subordinate and junior in right of payment to all other liabilities of the Sponsor, including the Debentures, except those made pari passu or subordinate by their terms, and pari passu with the most senior preferred or preference stock now or hereafter issued by the Sponsor and with any guarantee now or hereafter entered into by the Sponsor in respect of any preferred or preference stock of any Affiliate of the Sponsor. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects correspond to the name of the holder as specified on written upon the face of this Warrant CertificateRights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be signature guaranteed by a Schedule 1 Canadian chartered bank, a Canadian major trust company or a member firm of a recognized Medallion Signature Guarantee Program. If Warrant (To be completed by the assignor if true) The undersigned hereby certifies and represents, for the benefit of the Corporation and all holders of the Rights and Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or a Warrant by an Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with any of the foregoing (as such terms are defined in the Rights Agreement). Signature (Please print name below signature NOTICE In the event that the certificate set forth above in the Form of Election to Exercise is not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate evidencing unexercised Warrantsto be an Acquiring Person (as defined in the Rights Agreement) and, are to accordingly, such Rights shall be null and void. No Rights Certificate shall be issued in exchange for a name Rights Certificate owned or deemed to have been owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person, or any other than that of the registered holder hereof Person acting jointly or are to be delivered to in concert with an address other than the address Acquiring Person, or any Associate or Affiliate of such holder as shown on other Person. Capitalized terms shall have the books of meaning ascribed thereto in the Warrant AgentRights Agreement. Certificat n° Droits LES DROITS PEUVENT ÊTRE RACHETÉS, the above signature must be guaranteed by AU XXX XX XX XXXXXXX, XXXXX XXX XXXXXXXXX XXXXXXXXX DANS LA CONVENTION VISANT UN RÉGIME DE DROITS DE SOUSCRIPTION DES ACTIONNAIRES MODIFIÉE ET MISE À JOUR. DANS CERTAINES CIRCONSTANCES (PRÉCISÉES À L’ALINÉA 3.1(b) DE CETTE CONVENTION), LES DROITS DÉTENUS EN PROPRIÉTÉ EFFECTIVE PAR UNE PERSONNE FAISANT UNE ACQUISITION, CERTAINES PARTIES APPARENTÉES À UNE PERSONNE FAISANT UNE ACQUI- SITION OU LE CESSIONNAIRE D’UNE PERSONNE FAISANT UNE ACQUISITION OU D’UNE DE CES PARTIES APPARENTÉES DEVIENDRONT NULS SANS AUTRE FORMALITÉ. Certificat de Droits Les présentes attestent que · est le porteur inscrit du nombre de Droits indiqué ci-dessus, dont chacun permet au porteur inscrit des Droits, sous réserve des modalités, dispositions et conditions de la convention visant un régime de droits de souscription des actionnaires modifiée et mise à jour qui a an Eligible Guarantor Institution été passée en date du 8 mai 2019 entre Aeterna Zentaris Inc., une société existant en vertu des xxxx du Canada (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934“Société”) et la Société de fiducie Computershare du Canada, as amendedsociété de fiducie constituée en vertu des xxxx du Canada, en qualité d’agent des Droits (“agent des Droits”), terme qui comprend tout successeur de l’agent des Droits conformément à la convention visant les Droits, comme cette convention peut de temps à autre être modifiée, mise à jour ou remplacée (« convention visant les Droits »), d’acheter auprès de la Société, en tout temps après l’heure de séparation et avant l’heure d’expiration (selon la définition de ces termes dans la convention visant les Droits) une action (selon la définition de ce terme dans la convention visant les Droits) entièrement libérée au prix d’exercice indiqué ci-dessous, sur présentation et remise du présent certificat de Droits, accompagné du formulaire de choix d’exercice adéquatement rempli et dûment signé, à l’agent des Droits à son bureau principal de Montréal. Tant qu’il ne sera pas ajusté dans certaines circonstances prévues dans la convention visant les Droits, le prix d’exercice pour chaque Droit sera un montant total en dollars égal au cours du marché (selon la définition de ce terme dans la convention visant les Droits) par action (déterminé à l’heure de séparation) multiplié par cinq (5) (payable par chèque certifié, traite bancaire ou mandat-poste établi à l’ordre de l’agent des Droits ou par virement électronique à un compte désigné par l’agent des Droits). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Le nombre d’actions pouvant être acheté pour le prix d’exercice peut faire l’objet d’ajustements comme le stipule la convention visant les Droits. Dans certaines circonstances décrites dans la convention de droits de souscription, chaque droit de souscription attesté par les présentes peut permettre au porteur inscrit de celui-ci d’acheter ou de recevoir des titres de la Société autres que des actions ordinaires, ou plus ou moins qu’une action ordinaire, le tout comme il est prévu dans la convention de droits de souscription. Le présent certificat de Droits est assujetti à toutes les modalités, dispositions et conditions de la convention visant les Droits, lesquelles sont intégrées dans les présentes par renvoi et en font partie intégrante, convention à laquelle il est fait renvoi par les présentes pour la description complète des droits, restrictions des droits, obligations, fonctions et immunités qu’elle confère à l’agent des Droits, à la Société et aux porteurs des certificats de Droits. Des copies de la convention visant les Droits sont conservées au siège social de la Société et peuvent être obtenues sur demande écrite. Le présent certificat de Droits, avec ou sans autres certificats de Droits, peut, sur remise au bureau principal de l’agent des Droits à Montréal, être échangé contre un ou plusieurs autres certificats de Droits de la même teneur attestant un nombre global de Droits égal au nombre global des Droits attestés par le ou les certificats de Droits remis. Si le présent certificat de Droits est exercé en partie, le porteur inscrit aura le droit de recevoir, sur remise de celui-ci, un ou plusieurs autres certificats de Droits représentant le nombre de Droits entiers qui n’auront pas été exercés. Sous réserve des dispositions de la convention visant les Droits, les Droits attestés par le présent certificat de Droits peuvent être rachetés par la Société au prix de rachat de 0,00001 $ par Droit, sous réserve d’ajustements dans certaines circonstances. Aucune fraction d’action ne sera émise au moment de l’exercice d’un ou de plusieurs Droits attestés par les présentes mais, en remplacement de celle-ci, un paiement comptant sera effectué comme le prévoit la convention visant les Droits. Aucun porteur du présent certificat de Droits, en tant que tel, ne sera habile à voter ou à recevoir des dividendes ni ne sera réputé à quelque fin que ce soit être le porteur d’actions ou d’autres titres pouvant être émissibles à un moment quelconque au moment de l’exercice du présent certificat, et aucune disposition de la convention visant les Droits ou du présent certificat ne xxxxx être interprétée comme conférant au porteur du présent certificat, en tant que tel, l’un quelconque des droits d’un actionnaire de la Société ni le droit de voter en vue de l’élection d’administrateurs ou à l’égard de toute question soumise aux actionnaires à une assemblée de ceux-ci, ni le droit d’approuver ou de s’abstenir d’approuver toute mesure prise par la Société, ni le droit de recevoir l’avis de convocation à quelque assemblée des actionnaires que ce soit ou un avis des autres mesures visant les actionnaires de la Société (sauf comme le prévoit la convention visant les Droits), ni le droit de recevoir des dividendes ou des droits de souscription ni quelque autre droit, et ce, tant que les Droits attestés par le présent certificat de Droits n’auront pas été exercés comme le prévoit la convention visant les Droits. Le présent certificat de Droits n’est pas valide à quelque fin que ce soit tant qu’il n’a pas été contresigné par l’agent des Droits. EN FOI DE QUOI le fac-similé de la signature des dirigeants appropriés de la Société a été apposé sur le présent certificat de Droits. Date : AETERNA ZENTARIS INC. Par : Par : Contresignature: SOCIETE DE FIDUCIE COMPUTERSHARE DU CANADA dans Ia ville de Montreal Par: FORMULAIRE DE CHOIX D’EXERCICE Par les présentes, le soussigné choisit irrévocablement d’exercer Droits entiers attestés par le présent certificat de Droits en vue de l’achat des actions ou autres titres, s’il en est, émissibles au moment de l’exercice de ces Droits et demande que les certificats attestant ces titres soient émis au nom de la personne suivante et lui soient livrés : Nom Adresse Ville et province Numéro d’assurance sociale ou autre numéro d’identification du contribuable Si ce nombre de Droits ne constitue pas la totalité des Droits attestés par le présent certificat de Droits, un nouveau certificat de Droits attestant le reste de ces Droits sera immatriculé au nom de la personne suivante et lui sera livre : Nom Adresse Ville et province Numéro d’assurance sociale ou autre numéro d’identification du contribuable Date: Signature Name Title Dated: (La signature doit correspondre en tous points au nom apparaissant au recto du présent certificat de Droits, 200___sans modification, ajout ni changement d’aucune sorte.) (Signature avalisée) La signature doit être avalisée par une banque à charte canadienne de l’annexe 1, une grande société de fiducie canadienne ou une firme membre d’un programme Medallion Signature Guarantee reconnu.

Signature. This Warrant may only NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Purchase Contracts in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be exercised by presentation registered in the name of, and delivered, together with a check in payment for any fractional share, to the Warrant Agent undersigned at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xxaddress indicated below unless a different name and address have been indicated below. The method undersigned will pay any transfer or similar taxes payable in connection with the issuance of delivery of this Warrant Certificate is at Common Stock or other securities to any Person other than the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed undersigned. Dated: Signature Signature Guarantee: (if assigned to be made only when actually received by the Warrant Agent. another Person) If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares shares are to be registered if other than in the name of and delivered to a Person other than the registered holder Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Warrant Certificate: Address Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Warrant Shares are Early Settlement is not effected, to be mailed if the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other securities to any Person other than the undersigned. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to the address which Early Settlement is being elected: If shares of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, Common Stock or Purchase Contracts are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACTS The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Amount of increase Amount of decrease Number of Purchase in number of Purchase in number of Contracts evidenced Signature of Contracts evidenced Purchase Contracts by this certificate authorized signatory by this evidenced by following of Purchase Date Certificate this Certificate such holder decrease or increase Contract Agent ATTACHMENT 4 [FORM OF FACE OF NOTE] [INCLUDE IF A UNIT] [THIS NOTE IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS REGISTERED GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS REGISTERED GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.] WINTRUST FINANCIAL CORPORATION 9.50% JUNIOR SUBORDINATED AMORTIZING NOTES DUE DECEMBER 15, 2013 REGISTERED No. [Initial]6 Number of Notes WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $9.728182 for each of the number of Notes set forth above[, or such other number of Notes as shown set forth in the Schedule of Increases or Decreases in Global Note attached hereto, which shall not exceed [ ]]7 in quarterly installment payments (each constituting a payment of interest at the rate per year of 9.50% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 10, 2010 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2011, all as set forth on the books reverse hereof, with the final installment payment due and payable on December 15, 2013, subject to the Company’s right to defer such 6 Include if a Global Note. 7 Include if a Global Note. payments in accordance with the terms of the Warrant AgentIndenture. The installment payments payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment payment is payable for any period shorter than a full Installment Payment Period, such installment payment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment payment is payable is not a Business Day, then the installment payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installment payments shall be paid to the person in whose name the Note is registered at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”) in accordance with the terms of the Indenture. If the Notes do not remain in the form of Registered Global Securities, the above signature must Company shall have the right to select Regular Record Dates, which will be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Installments shall be payable at the office or agency of the Securities Exchange Act Company maintained for that purpose in accordance with the provisions of 1934, the Indenture. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___though fully set forth at this place.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities American Stock Transfer Corporation 2000 & Trust Company, LLC 6000 00xx Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxXxxxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities American Stock Transfer Corporation 2000 & Trust Company, LLC 6000 00xx Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxXxxxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure insure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are is to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are is to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: :________________________________ (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder Holder hereof or are to be delivered to an address other than the address of such holder Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200__________________, 201_ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, (Please print name and address including zip code of assignee) HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO (Please insert social security or including zip code of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated:

Signature. This Warrant may By signing this form, I acknowledge that I have read and understood the Tax Withholding instructions and Xxxxxxxx is not responsible for determining the appropriateness of the distribution and withholding election. Also, my federal, state, and nonresident alien income tax withholding election is applicable to any subsequent scheduled distributions, until I revoke the election under the procedure established by the Custodian. Power of Attorney (Please read carefully) If you are signing this form as an active Attorney-In-Fact for the account owner, you are hereby attesting that you have no knowledge of any act pursuant to said Power of Attorney or have received actual notice of the revocation or termination of said Power of Attorney by death, disability, or otherwise, or notice of any facts indicating same. That you agree that you will notify the introducing financial institution of the principal’s death, of any termination or revocation of the Power of Attorney, and/or modification of the Power of Attorney; you also agree that, if the Power of Attorney is not durable, then you will notify the introducing financial institution of any incapacity of the principal that would render the Power of Attorney void. The Power of Attorney is in full force and effect. TRADITIONAL IRA, SEP, SIMPLE, AND XXXX XXX FEDERAL AND STATE INCOME TAX WITHHOLDING INSTRUCTIONS In most cases, federal and state income tax law requires that we withhold tax from your distribution. You can submit your elections by completing Section III D of your IRA Distribution Request Form and following the chart below. If you do not make an election, we will automatically withhold as follows: FEDERAL: 10 percent of your gross distribution. STATE: Based on your residency as outlined below. IF YOUR STATE OF RESIDENCE IS: STATE INCOME TAX WITHHOLDING REQUIREMENTS AND ELECTIONS AK, FL, HI, NH, NV, SD, TN, TX, WA, WY STATE INCOME TAX WITHHOLDING IS NOT REQUIRED State income tax withholding is not required for residents of these states. We will not withhold state income tax from your distribution if you reside in these states. AL, AZ, CO, CT, DC, GA, ID, IL, IN, KY, LA, MD, MI, MN, MO, MS, MT, ND, NJ, NM, NY, OH, PA, RI, SC, UT, VA, WI, WV VOLUNTARY STATE INCOME TAX WITHHOLDING We will withhold state income tax only if you instruct us to do so. If you want state income taxes to be exercised by presentation withheld, you must indicate the amount or percentage. NOTE: We require tax withholding amounts to be requested in whole dollars for the following states: Colorado, Connecticut, Missouri, and New Jersey. DE, IA, KS, MA, ME, NE, OK MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will withhold state income tax according to the Warrant Agent at one of rates below when federal income tax is withheld from your distribution: DELAWARE, IOWA, KANSAS, MAINE, NEBRASKA, AND OKLAHOMA 5.00 OF GROSS DISTRIBUTION MASSACHUSETTS 5.30 OF GROSS DISTRIBUTION If you have elected not to withhold federal income tax, but request state income tax withholding, the following locationsrules apply: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxDELAWARE, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxKANSAS, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate MAINE, MASSACHUSETTS, AND NEBRASKA SPECIFY A DOLLAR AMOUNT OR A PERCENTAGE IOWA AND OKLAHOMA 5.00 OR MORE OF GROSS DISTRIBUTION AR, CA, NC, OR, VT MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than withhold state income tax according to the address rates below whenever federal income tax is withheld from your distribution, unless you indicate otherwise: ARKANSAS 3.00 OF GROSS DISTRIBUTION CALIFORNIA 10.00 OF FEDERAL INCOME TAX WITHHELD NORTH CAROLINA 4.00 OF GROSS DISTRIBUTION OREGON 9.00 OF GROSS DISTRIBUTION VERMONT 27.00 OF FEDERAL INCOME TAX WITHHELD If you want state income tax withholding at a different rate (or no state income tax withholding), check the box “Do not withhold state income tax” in Section III D 2 of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, your IRA Distribution Request Form or specify a dollar amount or a Warrant Certificate evidencing unexercised Warrantspercentage to indicate your state income tax withholding election. Rates are subject to change without notice. Keep this page for your records. TAXGRID IRA 09-10 CLEAR FORM IRA DISTRIBUTION REQUEST PLEASE READ THE ATTACHED INSTRUCTIONS USE OF THIS FORM WILL RESULT IN A REPORTABLE DISTRIBUTION TO THE INTERNAL REVENUE SERVICE AND STATE TAX AUTHORITIES, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___AS REQUIRED.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 0000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 0000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. [ ] By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. [ ] The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___20 ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, hereby sell(s), assign(s) and Transfer(s) unto (Please print name and address including zip code of assignee) (Please insert social security or other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 20 EXHIBIT B FORM OF PRIVATE WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. SUBJECT TO THE TERMS SET FORTH HEREIN, THIS WARRANT CERTIFICATE CANNOT BE EXERCISED OR TRANSFERRED IN WHOLE OR IN PART UNTIL NINETY DAYS AFTER THE COMPANY'S CONSUMMATION OF A BUSINESS COMBINATION.EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 9 OF THE PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN. Warrant Certificate evidencing Warrants to Purchase Common Stock, par value $.0001, as described herein. EDUCATION MEDIA, INC. No. CUSIP No. 28140C 113 VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2013, OR UPON EARLIER REDEMPTION (IF APPLICABLE) This certifies that , or its registered assigns, is the registered holder of warrants to purchase certain securities (each a "Warrant"). Each Warrant entitles the holder thereof, subject to the provisions contained herein and in the Warrant Agreement (as defined below), to purchase from Education Media, Inc.., a Delaware corporation (the "Company"), one (1) share of the Company's Common Stock (each a "Share"), at the Exercise Price set forth below. The exercise price of each Warrant (the "Exercise Price") shall be $7.50 initially, subject to adjustments as set forth in the Warrant Agreement. Subject to the terms of the Warrant Agreement (as defined below), each Warrant evidenced hereby may be exercised in whole, but not in part, at any time, as specified herein, on any Business Day (as defined below) occurring during the period (the "Exercise Period") commencing on the later of the Company's consummation of a Business Combination (as defined below) or [ ], 2009 and ending at 5:00 P.M., New York City time, on the earlier to occur of [ ], 2013 or the Redemption Date, if applicable (the "Expiration Date"). Each Warrant remaining unexercised after 5:00 P.M., New York City time on the Expiration Date shall become void, and all rights of the holder of this Warrant Certificate evidencing such Warrant shall cease. The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the "Exercise Date") to Continental Stock Transfer & Trust Company (the "Warrant Agent", which term includes any successor warrant agent under the Warrant Agreement described below) at its corporate trust department at 00 Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, (i) this Warrant Certificate, (ii) an election to purchase ("Election to Purchase"), properly executed by the holder hereof on the reverse of this Warrant Certificate (the "Participant") substantially in the form included on the reverse of this Warrant, as applicable and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by

Signature. This Warrant may only If shares are to be exercised registered in the name of and delivered to (or cash is paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any DTC Participant DTC Participant Number Signature Guarantee: Date: Signature must be guaranteed by presentation a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Warrant Purchase Contract Agent at one Signature of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. Signature Guarantee ELECTION TO SETTLE EARLY The method of delivery undersigned Holder of this Warrant Certificate is at Purchase Contract hereby irrevocably exercises the option and risk of the exercising holder and the delivery of this Warrant Certificate will to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be made only when actually received in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by the Warrant Agentthis Purchase Contract as specified below. If delivery is by mailThe undersigned Holder directs that a certificate for shares of Common Stock or other securities, registered mail with return receipt requestedas applicable, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to deliverable upon such Early Settlement be registered if other than in the name of the registered holder of this Warrant Certificate: Address of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Warrant Shares are to be mailed if other than Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of the registered holder of this Warrant Certificate Common Stock or other securities, as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if anyapplicable, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address Person other than the address of such holder as shown on the books of the Warrant Agentundersigned, the above signature undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Date: Signature: DTC Participant DTC Participant Number Signature Guarantee: Date: Signature must be guaranteed by a an Eligible Guarantor Institution (participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Purchase Contract Agent Signature of Signature Guarantee Number of Purchase Contracts evidenced hereby as that term to which Early Settlement is defined being elected: If shares of Common Stock or Purchase Contracts are to be registered in Rule 17Ad-15 the name of and delivered to a Person other than the Securities Exchange Act Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of 1934Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, as amended)if any SCHEDULE A*(1) [SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT] The initial number of Purchase Contracts evidenced by this certificate is [ ]. SIGNATURE GUARANTEE Name The following increases or decreases in this certificate have been made: Date Amount of Firm Address Area Code and increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number Authorized of Purchase Contracts evidenced hereby following such decrease or increase Signature Name Title Dated: , 200___of authorized signatory of Purchase Contract Agent

Signature. This Warrant may only NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Purchase Contracts in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be exercised by presentation registered in the name of, and delivered, together with a check in payment for any fractional share, to the Warrant Agent undersigned at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xxaddress indicated below unless a different name and address have been indicated below. The method undersigned will pay any transfer or similar taxes payable in connection with the issuance of delivery of this Warrant Certificate is at Common Stock or other securities to any Person other than the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed undersigned. Dated: Signature Signature Guarantee: (if assigned to be made only when actually received by the Warrant Agent. another Person) If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares shares are to be registered if other than in the name of and delivered to a Person other than the registered holder Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Warrant Certificate: Address Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Warrant Shares are Early Settlement is not effected, to be mailed if the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other securities to any Person other than the undersigned. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to the address which Early Settlement is being elected: If shares of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, Common Stock or Purchase Contracts are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACTS The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced by this Certificate Amount of decrease in number of Purchase Contracts evidenced by this Certificate Number of Purchase Contracts evidenced by this Certificate following such holder decrease or increase Signature of authorized signatory of Purchase Contract Agent ATTACHMENT 4 [FORM OF FACE OF NOTE] [INCLUDE IF A GLOBAL NOTE] [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS GLOBAL NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.] BANC OF CALIFORNIA, INC. 7.50% JUNIOR SUBORDINATED AMORTIZING NOTES DUE MAY 15, 2017 REGISTERED CUSIP: 05990K AB2 ISIN: US05990KAB26 No. [Initial]8 Number of Notes BANC OF CALIFORNIA, INC., a Maryland corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $10.604556 for each of the number of Notes set forth above[, or such other number of Notes as shown set forth in the Schedule of Increases or Decreases in Global Note attached hereto, which shall not exceed [ ]]9 in quarterly installment payments (each constituting a payment of interest at the rate per year of 7.50% and a partial repayment of principal) payable on May 15, August 15, November 15 and February 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, May 21, 2014 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on August 15, 2014, all as set forth on the books reverse hereof, with the final installment payment due and payable on May 15, 2017, subject to the Company’s right to defer such payments in accordance with the terms of the Warrant AgentIndenture. The installment payments payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment payment is payable for any period shorter than a full Installment Payment Period, such installment payment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment payment is payable is not a Business Day, then the installment payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installment payments shall be paid to the person in whose name the Note is registered at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”) in accordance with the terms of the Indenture. If the Notes do not remain in the form of Global Notes, the above signature must Company shall have the right to select Regular Record Dates, which will be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Installments shall be payable at the office or agency of the Securities Exchange Act Company maintained for that purpose in accordance with the provisions of 1934, the Indenture. 8 Include if a Global Note. 9 Include if a Global Note. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___though fully set forth at this place.

Signature. This Warrant may only (Sign exactly as your name appears on the other side of this Capital Security Certificate) The signature(s) should be exercised guaranteed by presentation an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.1 EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN AS SET FORTH IN THE TRUST AGREEMENT (AS DEFINED BELOW) Certificate Number: Number of Common Securities Certificate Evidencing Common Securities of JPMorgan Chase Capital [ ] [ ]% Common Securities (Liquidation Amount $[ ] per Common Security) JPMorgan Chase Capital [ ], a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that JPMorgan Chase & Co. (the “Holder”) is the registered owner of [ ] common securities of the Trust representing beneficial ownership interests of the Trust and designated the [ %] Common Securities (Liquidation Amount $[ ] per Common Security) (the “Common Securities”). Except as provided in Section 5.10 of the Trust Agreement (as defined below), the Common Securities are not transferable and, to the Warrant Agent at one fullest extent permitted by law, any attempted transfer hereof shall be void, except as set forth in the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the following locations: By hand at: Common Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxxare set forth in, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of and this Warrant Certificate is at the option and risk of the exercising holder certificate and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form Common Securities represented hereby are issued and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform shall in all respects be subject to the name terms and provisions of, the Amended and Restated Trust Agreement of the holder Trust dated as specified on of [ , 20 ], as the face same may be amended from time to time (the “Trust Agreement”), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this Warrant Certificatecertificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder and by acceptance hereof agrees to the provisions of (i) the Guarantee Agreement entered into by JPMorgan Chase & Co., a Delaware corporation (“JPMorgan Chase”), and The Bank of New York, a New York banking corporation (“The Bank of New York”), as guarantee trustee, dated as of [ , 20 ], as amended from time to time and (ii) the Indenture entered into by JPMorgan Chase and The Bank of New York, as trustee, dated as of December 1, 1996 as amended or supplemented from time to time. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to This certificate shall be issued governed by and construed in a name other than that accordance with the laws of the registered holder hereof or are to be delivered to an address other than the address State of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___Delaware.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities American Stock Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 & Trust Company, LLC, 0000 00 xx Xxxxxx, XX Xxxxxxxx, Xxx Xxxx 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities American Stock Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 & Trust Company, LLC, 0000 00xx Xxxxxx, XX Xxxxxxxx, Xxx Xxxx 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Firm: Address: Area Code and Number Number: Authorized Signature Name Title Signature: Name: Title: Dated: ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, 200___HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO: (Please print name and address including zip code of assignee) (Please insert social security or other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm: Address: Area Code and Number: Authorized Signature: Name: Title:

Signature. This Warrant may only 76 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be exercised by presentation executed if holder desires to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: AMRESCO CAPITAL TRUST The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the securities issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: Please insert social security or other identifying number (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address Please insert social security or other identifying number (Please print name and address) The undersigned elects to which Warrant purchase (check one) _______ Preferred Shares are to be mailed if other than to the address or ____ Common Shares of the registered holder Company. Dated:_________________, ____ --------------------------------- Signature 77 Form of this Warrant Reverse Side of Right Certificate as shown on the books of the Warrant Agent-- continued Signature Guaranteed: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an Eligible Guarantor Institution office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as that term is defined in Rule 17Ad-15 the Rights Agreement). ---------------------------------- Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Securities Exchange Act Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 25, 1999, the Board of 1934Trust Managers of AMRESCO CAPITAL TRUST (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding common share of beneficial interest, par value $0.01 per share (the "Common Shares"), of the Company. The dividend is payable on March 11, 1999 (or such earlier date as may be determined by the Board of Trust Managers of the Company) to all holders of record of Common Shares as of the close of business on March 11, 1999 (or such earlier date as may be determined by the Board of Trust Managers of the Company (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of the Series A Junior Participating Preferred Shares, par value $0.01 per share (the "Preferred Shares"), of the Company at a price of $37.50 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement) between the Company and the Bank of New York, as amendedRights Agent (the "Rights Agent"). SIGNATURE GUARANTEE Name Until the earlier to occur of Firm Address Area Code (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person"), other than any member of the AMRESCO Group, has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Trust Managers of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the certificates representing Common Shares with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and Number Authorized Signature Name Title Dated: only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), 200___new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 1, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. At any time following the Distribution Date relating to a Flip-In Event, Rights (other than Rights owned by an Acquiring Person and the Acquiring Person's affiliates and associates, which will have become void) may be exercised (subject to their earlier termination, expiration or exchange) to acquire, in lieu of Preferred Shares, at the then current Purchase Price of the Right, that number of Common Shares (or if there are insufficient Common Shares, Preferred Shares or fractions thereof) which at such time will have a market value of two times the Purchase Price of the Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of (i) One Dollar and No/100 ($1.00) per share or (ii) 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share and each holder will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right (other than an Acquiring Person and the affiliates and associates of such Acquiring Person, whose Rights will have become void) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the Purchase Price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or the affiliates and associates of such Acquiring Persons (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the Purchase Price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may exchange the Rights (other than Rights owned by such 82 person or group and their respective affiliates and associates which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to or within 10 business days following the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Trust Managers of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Board of Trust Managers may supplement or amend the Rights Agreement without the approval of the holders of Rights. From and after such time as any person or group of affiliated or associated persons become an Acquiring Person, the Rights Agreement may not be amended in any manner which would adversely affect the interests of the holders of the Rights (other than the Acquiring Person or an affiliate or associated of an Acquiring Person). The terms of the Rights may not be amended to (i) reduce the Redemption Price (except as required by antidilution provisions) or (ii) provide for an earlier Final Expiration Date.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand or overnight courier at: Securities Transfer Corporation 2000 Broadridge, Attn: Reorganization Dept., 1000 Xxxxxx Xxxxxxx Xxx., Xxxxx 000 Xxxxxx000, Xxxx Xxxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxBroadridge, Attn: Reorganization Dept., P.X. Xxx 0000, Xxxxxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___:

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO ________________________________________________________ __________________________________ _______________________________________ (Please print name and address (Please insert social security or including zip code of assignee) other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___

Signature. This Warrant may only Signature Guarantee Signature(s) must be exercised guaranteed by presentation an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to the Warrant Agent at one Securities and Exchange Commission Rule 17Ad-15 if shares of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares Common Stock are to be registered if issued, or Notes are to be delivered, other than to and in the name of the registered holder holder. Fill in for registration of this Warrant Certificate: Address to which Warrant Shares are shares if to be mailed issued, and Notes if to be delivered, other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $__________,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: Paying Agent The undersigned registered owner of this Warrant Certificate: Address Note hereby acknowledges receipt of a notice from UpHealth, Inc. (the “Company”) as to which certificate representing unexercised Warrantsthe occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, are thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be mailed repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if other less than to the address all): $__________,000 NOTICE: The above signature(s) of the registered holder Holder(s) hereof must correspond with the name as written upon the face of this Warrant Certificate as shown the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received _______________________ hereby sell(s), assign(s) and transfer(s) unto _______________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _______________________ attorney to transfer the said Note on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Company, with full power of substitution in the premises. Dated: Signature(s) Signature Signature Guarantee Signature(s) must conform be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in all respects an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the holder registered holder. NOTICE: The signature on the assignment must correspond with the name as specified on written upon the face of this Warrant Certificate. If Warrant Shares, the Note in every particular without alteration or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof enlargement or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___any change whatever.

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: Aspen Insurance Holdings Limited The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase Preference Shares issuable upon the exercise of such Rights and requests that certificates for such Preference Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) at a guarantee level satisfactory to the Rights Agent. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERENCE SHARES On April 17, 2014, the Board of Directors (the “Board of Directors”) of Aspen Insurance Holdings Limited (the “Company”) authorized and directed the issuance of, and resolved to distribute, one preference share purchase right (a “Right”) for each outstanding ordinary share, par value 0.15144558¢ per share (the “Ordinary Shares”), of the Company outstanding as of the close of business on April 28, 2014 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to a share of Series A Junior Participating Preference Shares, par value $0.01 per share (the address “Preference Shares”), of the registered holder Company at a price of this Warrant Certificate as shown on $160.00 per one one-thousandth of a Preference Share (the books “Purchase Price”), subject to adjustment. The description and terms of the Warrant Rights are set forth in the Rights Agreement, dated as of April 17, 2014 (the “Rights Agreement”), between the Company and Computershare Inc., a Delaware corporation, as Rights Agent (the “Rights Agent: ”). The Board of Directors adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 10% or more of the outstanding Ordinary Shares (Street Addressor 15% in the case of a “13G Institutional Investor,” as defined in the Rights Agreement) (City and State) (Zip Code) Name without approval of the Board of Directors. The Rights Agreement should not interfere with any merger or other business combination approved by the Board of Directors. Distribution Date; Exercisability Initially, the Rights will be represented by the Company’s Ordinary Share certificates or by the registration of uncertificated Ordinary Shares in which Warrant Certificate evidencing unexercised Warrantsthe Company’s share register, if any, are and no separate certificates evidencing the Rights (the “Right Certificates”) will be issued. Separate Right Certificates will be mailed to be registered if other than holders of record of the Ordinary Shares as of the close of business on the tenth business day following a public announcement or disclosure indicating that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% or more of the outstanding Ordinary Shares (or 15% in the name case of a 13G Institutional Investor) (the “Distribution Date”). The Board of Directors of the registered holder Company may reduce the threshold at which a 13G Institutional Investor becomes an Acquiring Person from 15% to not less than 10% of this Warrant Certificate: Address the Company’s outstanding Ordinary Shares. The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Ordinary Shares, (ii) new Ordinary Share certificates issued after the Record Date upon transfer or new issuance of Ordinary Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to which certificate representing unexercised Warrantsuncertificated Ordinary Shares, if any, that are to be mailed if other than to registered after the address Record Date upon transfer or new issuance of such Ordinary Shares will also contain a notation incorporating the registered holder Rights Agreement by reference and (iii) the surrender for transfer of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant any certificates for Ordinary Shares, or a Warrant Certificate evidencing unexercised Warrantsthe registration of transfer of ownership in the Company’s share register with respect to uncertificated Ordinary Shares, are to be issued in a name other than that outstanding as of the registered holder hereof or are to be delivered to an address other than Record Date will also constitute the address of such holder as shown on the books transfer of the Warrant AgentRights associated with the Ordinary Shares represented by such certificate or registration. New Rights will accompany any new Ordinary Shares issued by the Company after the Record Date, until the above signature must be guaranteed Distribution Date. The Rights are not exercisable until the Distribution Date. The Rights will expire on April 16, 2015 (the “Final Expiration Date”), unless the Final Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by a an Eligible Guarantor Institution (as that term is defined the Company, in Rule 17Ad-15 of the Securities Exchange Act of 1934each case, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___described below.

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address to which Warrant Shares are to be mailed if Please insert social security or other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentidentifying number: (Street Address) (City Please print name and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Codeaddress) Dated: Signature: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an Eligible Guarantor Institution (as that term is defined in approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amendedin effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, 200___as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On March 1, 2012, the Board of Directors (the “Board”) of COMPUTER SOFTWARE INNOVATIONS, INC. (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, $0.001 par value (the “Common Shares”), of the Company outstanding as of the close of business on March 6, 2012, (the “Record Date”). Each Right entitles the registered holder to purchase from the Company (one) Common Share of the Company (or in certain circumstances a similar security, cash or other assets of the Company), at a purchase price of $3.00 per Common Share (the “Purchase Price”), subject to adjustment. In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated March 5, 2012, (the “Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company as Rights Agent (the “Rights Agent”).

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. NOTICE The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than signature in the name Form of Assignment or Form of Election to Purchase, as the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrantscase may be, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on written upon the face of this Warrant CertificateRight Certificate in every particular, without alteration or enlargement or any change whatsoever. If Warrant SharesIn the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, or a Warrant as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate evidencing unexercised Warrants, are to be issued an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On December 12, 2012, the Board of Directors of Global Income Fund, Inc. (the “Company”) adopted a name other than resolution declaring a dividend of one right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Shares”), of the Company. The dividend is payable on December 13, 2012 (the “Record Date”) to the stockholders of record on that of date. Each Right entitles the registered holder hereof or are to be delivered purchase from the Company one (1) Common Share at a price equal to an address other than the address aggregate par value of such holder as shown on Common Shares (the books “Purchase Price”), subject to adjustment. The description and terms of the Warrant AgentRights are set forth in a Rights Agreement dated as of December 12, 2012 (the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of “Rights Agreement”) between the Securities Exchange Act of 1934Company and American Stock Transfer & Trust Company, LLC, as amendedRights Agent (the “Rights Agent”). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___.

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address to which Warrant Shares are to be mailed if Please insert social security or other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentidentifying number: (Street Address) (City Please print name and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Codeaddress) Dated: Signature: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an Eligible Guarantor Institution (as that term is defined in approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as amendedthe case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On March 23, 2007, the Board of Directors of PRA International (the “Company”) authorized and declared the issuance of one preferred share purchase right (a “Right”) for each share of common stock, par value $0.01 per share (the “Common Shares”), of the Company outstanding as of the close of business on April 4, 2007 (the “Record Date”). SIGNATURE GUARANTEE Name Each Right entitles the registered holder to purchase from the Company one one-thousandth of Firm Address Area Code a share of Series A Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Preferred Shares”), at a price of $110.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and Number Authorized Signature Name Title Dated: terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and American Stock Transfer & Trust Company, 200___as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) tenth business day (or such later date as the Board of Directors of the Company may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 23, 2017 (the “Expiration Date”), unless the Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Continental Stock Transfer Corporation 2000 Xxxxxx Xxxxxxx & Trust Company 1 Xxxxx 000 Xxxxxx, XX 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Continental Stock Transfer Corporation 2000 Xxxxxx Xxxxxxx & Trust Company 1 Xxxxx 000 Xxxxxx, XX 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure ensure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are is to be registered if other than in the name of the registered holder Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are is to be mailed if other than to the address of the registered holder Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder Holder hereof or are to be delivered to an address other than the address of such holder Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___________________, 20_______ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO (Please print name and address including zip code of assignee) (Please insert social security or other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: ___________________, 20_______

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. NOTICE The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than signature in the name Form of Assignment or Form of Election to Purchase, as the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrantscase may be, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on written upon the face of this Warrant CertificateRight Certificate in every particular, without alteration or enlargement or any change whatsoever. If Warrant SharesIn the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, or a Warrant as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate evidencing unexercised Warrants, are to be issued an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On November 20, 2014, the Board of Directors of Self Storage Group, Inc. (the “Company”) adopted a name other than resolution declaring a dividend of one right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Shares”), of the Company. The dividend is payable on November 28, 2014 (the “Record Date”) to the stockholders of record on that of date. Each Right entitles the registered holder hereof or are to be delivered purchase from the Company one (1) Common Share at a price equal to an address other than the address aggregate par value of such holder as shown on Common Shares (the books “Purchase Price”), subject to adjustment. The description and terms of the Warrant AgentRights are set forth in a Rights Agreement dated as of November 28, 2014 (the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of “Rights Agreement”) between the Securities Exchange Act of 1934Company and American Stock Transfer & Trust Company, LLC, as amendedRights Agent (the “Rights Agent”). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___.

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one The signatory of this Bidder Cover sheet is a duly authorized representative of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 XxxxxxBidder, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxxhas been authorized by Bidder to make all a representations, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of attestations, and certifications contained in this Warrant Certificate is at the option bid document and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised WarrantsAddenda, if any, issued, and to execute this Bid document on behalf of Bidder. By signature below, the undersigned Authorized Representative hereby certifies on behalf of Bidder that all contents of this Bidder Cover sheet and the submitted Bid are truthful, complete and accurate. The undersigned Authorized Representative further agrees to have knowledge regarding Xxxxxx’s payment of taxes, and to the best of the Authorized Representative’s knowledge, Bidder is not in violation of any change to the Bidder’s status of tax law compliance. Failure to provide information required by the RFQ may ultimately result in rejection of the Bid. THIS COVER PAGE MAY NOT BE ALTERED. THIS COVER PAGE MUST BE SIGNED IN BLUE OR BLACK INK BY AN AUTHORIZED REPRESENTATIVE OF THE BIDDER. Authorized Signature: Print Name: Title: ATTACHMENT 3 DEQ LOGO This is the DEQ Logo which will be imprinted in a single color (to be registered if other than chosen by DEQ) on the digital thermometers or thermometer cases. Logo may be reduced in size as needed to fit in the name allotted space. Note to Bidders: Attachment A is the Sample Price Agreement. Sections highlighted in yellow will be completed after award and prior to signing. STATE OF OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY INVITATION TO BID (RFQ)# XXXX <TITLE> Attachment A—Sample Price Agreement This Price Agreement is between the State of Oregon, acting by and through its Department of Environmental Quality, hereafter called Agency or DEQ, and hereafter called Contractor. Contractor shall provide the registered holder goods and services shown in Exhibit A – Specifications at the Prices set forth in this Price Agreement. CONTRACTOR DATA DEQ DATA Contract Administrator: Contract Administrator: Organization: Agency: Department of this Warrant CertificateEnvironmental Quality Address: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant AgentPhone: (Street Address) (City and State) (Zip Code) DatedFax: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title DatedPhone: , 200___Fax: Email: Email:

Signature. This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. NOTICE The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than signature in the name Form of Assignment or Form of Election to Purchase, as the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrantscase may be, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must conform in all respects to the name of the holder as specified on written upon the face of this Warrant CertificateRight Certificate in every particular, without alteration or enlargement or any change whatsoever. If Warrant SharesIn the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, or a Warrant as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate evidencing unexercised Warrants, are to be issued an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On August 9, 2013, the Board of Directors of Global Income Fund, Inc. (the “Company”) adopted a name other than resolution declaring a dividend of one right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Shares”), of the Company. The dividend is payable on August 9, 2013 (the “Record Date”) to the stockholders of record on that of date. Each Right entitles the registered holder hereof or are to be delivered purchase from the Company one (1) Common Share at a price equal to an address other than the address aggregate par value of such holder as shown on Common Shares (the books “Purchase Price”), subject to adjustment. The description and terms of the Warrant AgentRights are set forth in a Rights Agreement dated as of August 9, 2013 (the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of “Rights Agreement”) between the Securities Exchange Act of 1934Company and American Stock Transfer & Trust Company, LLC, as amendedRights Agent (the “Rights Agent”). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___.

Signature. This Warrant may only be exercised by presentation The signature to the Warrant Agent at one of foregoing Assignment and Certificate must correspond to the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery name as written upon the face of this Warrant Right Certificate is at the option and risk of the exercising in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder and the delivery of this Warrant Certificate will be deemed desires to be made only when actually received exercise Rights represented by the Warrant Agent. Right Certificate.) To: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If delivery is such number of Rights shall not be all the Rights evidenced by mailthis Right Certificate, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery a new Right Certificate for the balance remaining of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to such Rights shall be registered if other than in the name of the registered holder of this Warrant Certificateand delivered to: Address to which Warrant Shares are to be mailed if Please insert social security or other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agentidentifying number: (Street Address) (City Please print name and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Codeaddress) Dated: Signature: Signature Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an Eligible Guarantor Institution (as that term is defined in approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amendedin effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, 200___as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On January 25, 2012, the Board of Directors (the “Board of Directors”) of Illumina, Inc. (the “Company”) authorized and directed the issuance, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”), of the Company outstanding as of the close of business on February 6, 2012 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at a price of $275.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement, dated January 26, 2012 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A. as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates or to the registration of uncertificated Common Shares in the Company’s share register, if any, and no separate certificates evidencing the Rights (“Right Certificates”) will be issued. Separate Right Certificates will be mailed to holders of record of the Common Shares as soon as practicable after the close of business on the earlier to occur of (i) the tenth business day following a public announcement indicating that a person or group of affiliated or associated persons (with certain exceptions, an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares (which includes for this purpose stock referenced in derivative transactions and securities) or (ii) the tenth business day (or such later date as the Board of Directors may determine prior to such time as any person or group becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the then outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, if any, that are registered after the Record Date upon transfer or new issuance of such Common Shares will also contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares, or the registration of transfer of ownership in the Company’s share register with respect to uncertificated Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate or registration. The Rights are not exercisable until the Distribution Date. The Rights will expire on January 26, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. Flip-In If a person or group becomes an Acquiring Person (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an exercise price of $275.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $550.00 worth of Common Shares (or other consideration, as noted above) for $275.00. Assuming a value of $55.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase ten Common Shares for $275.00.