Common use of Attest Clause in Contracts

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" FORM OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate for, and to purchase thereunder, _________ Units of the Company, and herewith makes payment of $___________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, ______________________________________________________________________________, whose address is ____________________________________________________, all in accordance with the Representative's Warrant Agreement and the Warrant Certificate. Dated: ____________________________ ----------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ___________________________________________________________ hereby sells, assigns and transfers unto (Print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, and full power of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number of Assignee)

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" FORM Name: Title: CERTIFICATE OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate AUTHENTICATION This Note is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate for, and to purchase thereunder, _________ Units one of the Company1999-I Notes designated in and issued under the provisions of the within mentioned Trust Agreement. Zions First National Bank Denver, Colorado, as Trustee By: -------------------------------- Authorized Representative Date of Authentication: ----------------------------------------- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and herewith makes payment of $___________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, _________________________transfers unto _____________________________________________________, whose address is the within Note and irrevocably appoints ___________________ attorney-in-fact, to transfer the within Note on the books registration thereof, with full power of substitution in the premises. Dated: ____________________________________________________, all in accordance _ NOTICE: The signature to this assignment Signature Guaranteed: must correspond with the Representative's Warrant Agreement and name as it appears upon the Warrant Certificate. Dated: _face of the within Note ___________________________ ----------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED every particular, without any ___________________________ alteration whatsoever. ___________________________ Name and Address:_________________ Tax Identification Number or Social Security Number(s):___________________________________ hereby sellsEND OF FORM OF 1999 NOTE [FORM OF 2000 NOTES] EMT CORP. STUDENT LOAN ASSET-BACKED AUCTION RATE NOTES [2000 SENIOR SERIES A1-__] [2000 SENIOR SUBORDINATE SERIES B1-2] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, assigns A NEW YORK CORPORATION ("DTC"), TO THE ISSUER (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY. NO. A1-__-__[B1-2-] FINAL MATURITY DATED INTEREST SERIES DATE DATE RATE CUSIP ------ ---- ---- ---- ----- December 1, 2030 December __, 2002 Auction rate as herein provided REGISTERED NOTE OWNER: CEDE & CO. -------------------------------------------- PRINCIPAL AMOUNT: -------------------------------------------- EMT Corp., an Indiana corporation (the "Issuer"), for value received, promises to pay, from the sources herein described, to the registered Note Owner identified above, or registered assigns, upon presentation and transfers unto (Print name and address surrender hereof at the designated Trust Office of transferee) this Warrant CertificateZions First National Bank, together with all rightas Trustee, title and interest thereinor at the designated office of any successor, the Principal Amount identified above on the Final Maturity Date identified above, and does hereby irrevocably constitute to pay to the registered Note Owner hereof, interest and appoint principal hereon in lawful money of the United States of America at the Series Interest Rate on the dates as provided herein. Unless otherwise defined in this 2000 Note, capitalized terms used in this 2000 Note shall have the respective meanings given to such terms in the Trust Agreement dated as of May 15, 1998, by the Sixth Terms Supplement dated as of April 1, 2000, (the "Sixth Terms Supplement" and, together, the "Trust Agreement") between the Issuer and such Trustee. This 2000 Note is one of a duly authorized issue of notes of the Issuer designated as "EMT Corp. Student Loan Asset-Backed Auction Rate Notes, [2000 Senior Series A1-__]" or [2000 Senior Subordinate Series B1-2] (herein referred to by specific Series as the "2000 Series __________________ Notes" and collectively with certain other Notes issued simultaneously therewith, as the "2000 Notes"), in the aggregate principal amount of $_________ Attorneyissued under the Trust Agreement. The 2000 Notes are issued to finance the acquisition of Loans and to make certain deposits to the Trust Accounts. The Trust Agreement provides for the issuance, from time to time, under the conditions, limitations and restrictions set forth therein, of additional notes, for the purpose of providing additional funds for the financing of Loans (said additional notes, together with 2000 Notes, being collectively referred to herein as the "Notes"). The Notes are secured under the Trust Agreement which, together with certain other documents, assigns to the Trustee for the benefit of the Note Owners (and certain others, as their interest may appear) all the rights and remedies of the Issuer under certain Loans and rights under various contracts providing for the issuance, guarantee and servicing of such Loans. Reference is hereby made to the Trust Agreement for the provisions, among others, with respect to the custody and application of the proceeds of the Notes, definitions of certain capitalized terms used in this 2000 Note, the nature and the extent of the liens and security of the Trust Agreement, the collection and disposition of revenues, the funds charged with and pledged to the payment of the principal of and the interest on the Notes, the terms and conditions under which additional Notes may be issued, the rights, duties and immunities of the Trustee, the rights of the registered owners of the Notes, and the rights and obligations of the Issuer. By the acceptance of this 2000 Note, the registered owner hereof assents to all of the provisions of the Trust Agreement. The unpaid principal amount hereof from time to time outstanding shall bear interest at a Series Interest Rate, as described below, payable on each applicable Series Payment Date to the extent of interest accrued on the principal then outstanding, such interest to accrue from the later of the date hereof or the date through which interest has been paid or duly provided for. Interest at a Series Interest Rate established pursuant to the Sixth Terms Supplement shall be computed for the actual number of days elapsed on the basis of a year consisting of 365/366 days, as applicable. During the Series Initial Period, this 2000 Note shall bear interest at the Series Initial Rate for the 2000 Notes of this Series. Thereafter until an Auction Period Adjustment, if any, this 2000 Note shall bear interest at a Series Interest Rate based on an Auction Period that shall, until adjusted pursuant to the Sixth Terms Supplement, consist of __ days, all as determined in the Sixth Terms Supplement. The Series Interest Rate to be borne by this 2000 Note after the Series Initial Period for each Auction Period, if any, or, an Auction Period Adjustment, if any, shall be the lesser of (i) the Net Loan Rate in effect for such Auction Period and (ii) the Auction Rate determined in accordance with the applicable provisions of the Sixth Terms Supplement. In no event shall the Series Interest Rate on this 2000 Note exceed 17.0% per annum. The Series Interest Period, including, without limitation, an Auction Period, the applicable Series Interest Rate, the method of determining the applicable Series Interest Rate on each of the 2000 Notes and the Auction Procedures related thereto, including, without limitation, required notices thereof to the Note Owners or Existing Note Owners of the 2000 Notes, an Auction Period Adjustment, a change in the Auction Date and the Note Interest Payment Dates will be determined in accordance with the terms, conditions and provisions of the Fourth Terms Supplement and the Auction Agency Agreement, to transfer the within Warrant Certificate on the books of the within-named Companywhich terms, conditions and provisions specific reference is hereby made, and full power all of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number of Assignee)which terms, conditions and provisions are hereby specifically incorporated herein by reference.

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" FORM OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate for, and to purchase thereunder, _________ Units of the Company, and herewith makes payment of $___________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, ______________________________________________________________________________, whose address is ____________________________________________________, all in accordance with the Representative's Warrant Agreement and the Warrant Certificate. Dated: ____________________________ ----------------------------------------------- -------------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- -------------------------------------------------- -------------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto (Print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, and full power of substitution. Dated: Signature: --------------------------- ------------------------ ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------------------ -------------------------------------------- (Insert Social Security or Other Identifying Number of Assignee)

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" FORM OF SUBSCRIPTION SECTION 203. Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (herein called the "WarrantSecurities"), representing 59,500 Representative Warrants issued and to be issued in one or more series under an Indenture, dated as of 2Connect ExpressOctober 1, Inc. 1998 (herein called the "Company"Indenture" which term shall have the meaning assigned to it in such instrument), between the Company and Bank One, N.A., as Trustee (herein called the "Trustee", which Warrant Certificate term includes any successor trustee under the Indenture), to which Indenture reference is being delivered herewithhereby made for a statement of the respective rights, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate forlimitations of rights, duties and to purchase thereunder, _________ Units immunities thereunder of the Company, the Trustee and herewith makes payment the Holders of $___________ thereforthe Securities and of the terms upon which the Securities are, and requests that are to be, authenticated and delivered. This Security is one of the certificates series designated on the face hereof [if applicable, insert --, limited ---------------------- in aggregate principal amount to $ ........... ]. [If applicable, insert -- The Securities of this series are subject to ------------------------ redemption upon not less than 30 days' notice by mail, [if applicable, insert -- ----------------------- (1) on ........... in any year commencing with the year ...... and ending with the year ...... through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if -- applicable, insert -- on or after .......... , ........ ], as a whole or in ------------------- part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, -------------- insert -- on or before ............... , ........ %, and if redeemed] during the ------- 12-month period beginning ............. of the years indicated, Redemption Redemption Year Price Year Price ---------- ---------- ---- ----- 19 and thereafter at a Redemption Price equal to ..... % of the principal amount, together in the case of any such securities redemption [if applicable, insert ---------------------- -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to ------------------------- redemption upon not less than 30 days' notice by mail, (1) on ............ in any year commencing with the year .... and ending with the year .... through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if -- applicable, insert -- on or after ............ ], as a whole or in part, at the ------------------- election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ............ of the years indicated, Redemption Price For Redemption Redemption Price For Through Operation Redemption Otherwise of the Than Through Operation Year Sinking Fund of the Sinking Fund ---- ----------------- --------------------- and thereafter at a Redemption Price equal to ..... % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- Notwithstanding the foregoing, the Company may ---------------------- not, prior to .............., redeem any Securities of this series as contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph ---------------------- as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly,of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ......... % per annum.] 20 [If applicable, insert -- The sinking fund for this series provides for ---------------------- the redemption on in each year beginning with the year ............ and ending with the year .......... of [if applicable, insert -- not less than ---------------------- $................. ("mandatory sinking fund") and not more than] $..................... aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert -- mandatory] sinking fund ---------------------- payments may be credited against subsequent [if applicable, insert -- ---------------------- mandatory] sinking fund payments otherwise required to be made [if -- applicable, insert -- in the inverse order in which they become due].] ------------------- [If the Security is subject to redemption, insert -- In the event of -------------------------------------------------- redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name ofof the Holder hereof upon the cancellation hereof.] [If applicable, insert -- The Indenture contains provisions for defeasance --------------------- at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert - If an -------------------------------------------------------------------- Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert -- If an ---------------------------------------------------------------- Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to --insert formula for determining the ---------------------------------- amount. Upon payment (i) of the amount of principal so declared due and payable -------- and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults 20 under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and delivered tothe Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, ______________________________________________________________________________and shall have failed to institute any such proceeding, whose address for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is ____________________________________________________absolute and unconditional, all to pay the principal of and any premium and interest on this Security at the times, place and rate, and in accordance with the Representative's Warrant Agreement coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Certificate. Dated: ____________________________ ----------------------------------------------- (Signature must conform Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ___________________________________________________________ hereby sells, assigns and transfers unto (Print name and address of transferee) this Warrant Certificate, together with all right, title and interest thereinwriting, and does hereby irrevocably constitute thereupon one or more new Securities of this series and appoint ____________________________ Attorneyof like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to transfer the within Warrant Certificate on the books designated transferee or transferees. The Securities of the within-named Company, and full power this series are issuable only in registered form without coupons in denominations of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number of Assignee)$ .......

Attest. Kevix Xxxxxxxx, Xxcretary Title EXHIBIT "A" A FORM OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder WARRANT CERTIFICATE [Face of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants Certificate] [Form of 2Connect Express, Inc. (the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects Legend if Offered Securities Prior to exercise the purchase right provided by the Warrant Certificate for, and to purchase thereunder, _________ Units this Warrant with Warrants which are Certificatecannot be transferred or not immediately detachable. exchanged unless attached to a [Title of the Company, and herewith makes payment Offered Securities].] [Form of $___________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, ___________________________________________________________________Legend if Warrants are not Prior to ___________, whose address is ____________________________________________________Warrants immediately exercisable. evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN XXXXX FARGO & COMPANY WARRANTS TO PURCHASE [Title of Warrant Securities] VOID AFTER 5 P.M., all in accordance with the Representative's Warrant Agreement and the Warrant Certificate. Dated: __________NEW YORK CITY TIME, ON __________________ ----------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED No. ______________ ______________________________ Warrants This certifies that _________________ hereby sellsor registered assigns is the registered owner of the above indicated number of Warrants, assigns and transfers unto (Print name and address each Warrant entitling such owner [if Offered Securities with Warrants which are not immediately detachable --, subject to the registered owner qualifying as a "holder" of transferee) this Warrant Certificate, together with all rightas hereinafter defined) to purchase, title at any time [after 5 P.M., New York City time, on ____ and] on or before 5 P.M., New York City time, on _________, _________, shares of [Title of Warrant Securities] (the "Warrant Securities"), of Xxxxx Fargo & Company (the "Company") on the following basis: during the period from ____, through and interest thereinincluding ______, and does hereby irrevocably constitute and appoint the exercise price of each Warrant will be ___________; during the period from ________________, through and including ____________ Attorney, to transfer the within exercise price of each Warrant Certificate will be (the "Warrant Price"). No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant. The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the books back hereof and by paying in full [in lawful money of the within-named CompanyUnited States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and full power by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to [name of holder Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or ________], which is, on the date hereof, at the address specified on the face of reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate) ------------------------------------------ Agreement (Insert Social Security or Other Identifying Number of Assigneeas hereinafter defined).

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" Secretary SUBSCRIPTION FORM OF SUBSCRIPTION (CASH EXERCISE) ([To be signed executed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 Warrants] The undersigned, the Holder undersigned registered owner of this Warrant Certificate number UWW- irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ (in cash all at the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (price and on the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by terms and conditions specified in the Warrant Certificate forand the Warrant Agreement, and to purchase thereunder, requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of _________ Units of the Company, and herewith makes payment of $____________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, to ______________________________________________________________________________, _ whose address is ____________________________________________________, all in accordance with the Representative's Warrant Agreement and the Warrant Certificate. Dated: ____________________________ ----------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ___________________________________________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in the Warrant Certificate, that a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto (Print name and address the assignee named below all of transferee) the rights of the undersigned under this Warrant Certificate, together with all right, title respect to the number of shares of Common Stock set forth below: Name and interest therein, Address of Assignee: ---------------------------- ------------------------- ------------------------- ------------------------- No. of Shares of Common Stock ______ and does hereby irrevocably constitute and appoint ____________________________ Attorney, attorney-in-fact to register such transfer the within Warrant Certificate on the books of the within-named Company[ ] maintained for that purpose, and with full power of substitutionsubstitution in the premises. Dated: ------------------------------- Name: -------------------------------- Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number of Assignee)---------------------------

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" FORM Name: Title: CERTIFICATE OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate AUTHENTICATION This Note is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate for, and to purchase thereunder, _________ Units one of the Company1999 Notes designated in and issued under the provisions of the within mentioned Trust Agreement. NDB Bank N.A. Indianapolis, Indiana, as Trustee By: -------------------------------- Authorized Representative Date of Authentication: ------------------------------------------------ ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and herewith makes payment of $___________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, transfers unto_____________________________________, the within Note and irrevocably appoints __________________________________________________, whose address is attorney in-fact, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:_________________ ____________________________________________________, all in accordance _ NOTICE: The signature to this Signature Guaranteed: assignment must correspond with the Representative's Warrant Agreement and name as it appears upon the Warrant Certificate. Dated: face of the ____________________________ ----------------------------------------------- (Signature must conform within Note in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED every particular, without any alteration whatsoever. Name and Address:_____________________________ Tax Identification Number or Social Security Number(s):_______________________________ hereby sellsEND OF FORM OF 1999 NOTE EXHIBIT B EMT CORP. STUDENT LOAN ASSET-BACKED NOTES, assigns and transfers unto (Print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint AUCTION RATE SECURITIES [1999 SENIOR SERIES A-__] NOTICE OF PAYMENT DEFAULT ------------------------- NOTICE IS HEREBY GIVEN that an Event of Default has occurred and is continuing with respect to the Notes identified above. The next Auction for the 1999 Notes will not be held. The Auction Rate for the 1999 Notes for the next succeeding Series Interest Period shall be the Non-Payment Rate. -------------------------- as Trustee Dated: By: -------------------------- Name: Title: EXHIBIT C EMT CORP. STUDENT LOAN ASSET-BACKED NOTES, AUCTION RATE SECURITIES [1999 SENIOR SERIES A-__] NOTICE OF CURE OF PAYMENT DEFAULT --------------------------------- NOTICE IS HEREBY GIVEN that an Event of Default with respect to the Notes identified above has been waived or cured. The next Series Payment Date is __________________________ Attorney, to transfer and the within Warrant Certificate on the books of the within-named Company, and full power of substitutionnext Auction Date is _______________________. --------------------------------- as Trustee Dated: SignatureBy: --------------------------- ------------------------------------------ (Signature must conform in all respects ------------------------------ Name: Title: EXHIBIT D EMT CORP. STUDENT LOAN ASSET-BACKED NOTES, AUCTION RATE SECURITIES [1999 SENIOR SERIES A-__] NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT -------------------------------------------- Notice is hereby given that the Issuer proposes to name change the length of holder one or more Auction Periods pursuant to the Second Terms Supplement to the Trust Agreement as specified on the face of the Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number of Assignee)follows:

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" Secretary Exhibit A To Warrant Certificate SUBSCRIPTION FORM OF SUBSCRIPTION (CASH EXERCISE) ([To be signed executed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 Warrants] The undersigned, the Holder undersigned registered owner of this Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative irrevocably exercises Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise for the purchase right provided by of shares of Common Stock of [ ] and herewith makes payment therefor $ in cash ---- all at the price and on the terms and conditions specified in the Warrant Certificate forand the Warrant Agreement, and to purchase thereunder, requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of _________ Units of the Company, and herewith makes payment of $____________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, to ______________________________________________________________________________, _ whose address is _____________________________________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in accordance with the Representative's Warrant Agreement and the Warrant Certificate, that a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. Dated: ____________________________ ----------------------------------------------- ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant CertificateRegistered Owner) ----------------------------------------------- ----------------------------------------------- ---------------------------------------------- (FORM OF ASSIGNMENTStreet Address) ---------------------------------------------- (City) (State) (Zip Code) Exhibit B To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) Certificate ASSIGNMENT FORM FOR VALUE RECEIVED ___________________________________________________________ the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto (Print name and address the assignee named below all of transferee) the rights of the undersigned under this Warrant Certificate, together with all right, title respect to the number of shares of Common Stock set forth below: Name and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, and full power of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number Address of Assignee): ------------------------------- ------------------------- ------------------------- -------------------------

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" Secretary SUBSCRIPTION FORM OF SUBSCRIPTION (CASH EXERCISE) ([To be signed executed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 Warrants] The undersigned, the Holder undersigned registered owner of this Warrant Certificate number UWW- irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ (in cash all at the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (price and on the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by terms and conditions specified in the Warrant Certificate forand the Warrant Agreement, and to purchase thereunder, requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of _________ Units of the Company, and herewith makes payment of $____________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to, to ______________________________________________________________________________, _ whose address is _____________________________________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in accordance with the Representative's Warrant Agreement and the Warrant Certificate, that a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. Dated: ____________________________ ----------------------------------------------- ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant CertificateRegistered Owner) ----------------------------------------------- ----------------------------------------------- ---------------------------------------------- (FORM OF ASSIGNMENTStreet Address) ---------------------------------------------- (City) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.State) (Zip Code) ASSIGNMENT FORM FOR VALUE RECEIVED ___________________________________________________________ the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto (Print name and address the assignee named below all of transferee) the rights of the undersigned under this Warrant Certificate, together with all right, title respect to the number of shares of Common Stock set forth below: Name and interest therein, Address of Assignee: --------------------------------- ----------------------------- ----------------------------- ----------------------------- No. of Shares of Common Stock ------- and does hereby irrevocably constitute and appoint ____________________________ Attorney, attorney-in-fact to register such transfer the within Warrant Certificate on the books of the within-named Company[ ] maintained for that purpose, and with full power of substitutionsubstitution in the premises. Dated: ------------------------------- Name: -------------------------------- Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number of Assignee)---------------------------

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" Secretary. [GENERAL FORM OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate for, and to purchase thereunder, _________ Units of the Company, and herewith makes payment of COUPON] $______________ therefor________________Series________________ No.________________ On __________________, and requests that the certificates for such securities be issued ______, INDIANAPOLIS POWER & LIGHT COMPANY will pay to bearer at its office or agency in the name of, and delivered to___________________, ___________________________ Dollars in lawful money of the United States of America, as specified in its First Mortgage Bond, ______ Series ______, No. _______, being six months' interest then due on said bond. This coupon will not be payable if said bond shall have previously become payable or been called for previous redemption and payment duly provided for. ---------------------------------------- Treasurer. [GENERAL FORM OF FULLY REGISTERED BOND] INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND $______________ ____________________________________________________, whose address is ____________________________________________________, all in accordance with the Representative's Warrant Agreement and the Warrant Certificate. Dated: ____________Series________________ ----------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant CertificateNo.) FOR VALUE RECEIVED ________________ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to _____________________________________________ hereby sellsor registered assigns, assigns and transfers unto (Print name and address on ______________, ________, at the office or agency of transferee) this Warrant Certificatethe Company in ___________________________________, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________ AttorneyDollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the _____________ or _______________ next preceding the date of this bond, at the rate of _____ per centum per annum in like lawful money, at said office or agency on _________________ and ___________________ in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, ________ Series ________, all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein called the Mortgage), dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee, to transfer which reference is made for a description of the within Warrant Certificate property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect thereof, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modification or alteration, then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due on the books conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the within-named CompanyCompany in ____________________________, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed, and full power of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on upon payment, if the face Company shall require it, of the Warrant Certificate) ------------------------------------------ (Insert Social Security transfer charges prescribed in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. No recourse shall be had for the payment of the principal of or Other Identifying Number interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of Assignee)the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being released by the owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.

Attest. Kevix XxxxxxxxSecretary Approved and filed in the Department of State on the ---------- day of ----------, Xxcretary EXHIBIT "A" FORM OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate for, and to purchase thereunder, _________ Units 1998. ------------------------------ Secretary of the CompanyCommonwealth Exhibit B Form of Right Certificate Certificate No. R- Rights NOT EXERCISABLE AFTER APRIL 30, and herewith makes payment of 2008 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $___________ therefor.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Right Certificate PPG INDUSTRIES, and requests INC. This certifies that the certificates for such securities be issued in the name of, and delivered to, ______________________________________________________________________________, whose address or registered assigns, is ____________________________________________________the registered owner of the number of Rights set forth above, all each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of February 19, 1998 (the "Rights Agreement"), between PPG Industries, Inc., a Pennsylvania corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in accordance the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 30, 2008 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, without par value (the "Preferred Shares"), of the Company, at a purchase price of $320 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Representative's Warrant Agreement Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the Warrant Certificate. Dated: ____________________________ ----------------------------------------------- (Signature must conform in all respects to name number of Holder one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as specified of April 21, 1998, based on the face Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Warrant Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent. This Right Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To , with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the registered Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, par value $1.66-2/3 per share. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder if such of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder desires to transfer of the Warrant Certificate.) FOR VALUE RECEIVED ___________________________________________________________ hereby sells, assigns and transfers unto (Print name and address Preferred Shares or of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney, to transfer any other securities of the within Warrant Certificate Company which may at any time be issuable on the books exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the within-named Company, and full power rights of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to name of holder as specified on the face a stockholder of the Warrant Certificate) ------------------------------------------ Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (Insert Social Security except as provided in the Rights Agreement), or Other Identifying Number to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of Assignee)the proper offic- ers of the Company and its corporate seal. Dated as of , .

Attest. Kevix Xxxxxxxx, Xxcretary EXHIBIT "A" Assistant Secretary. [GENERAL FORM OF SUBSCRIPTION COUPON] $ ------------ On the day of , 19 (CASH EXERCISE) (To be signed only upon exercise unless the bond here- ------ ---------- ---- inafter mentioned shall have been called for previous redemption and payment of Warrant) TO: 2Connect Express, Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"redemption price thereof duly provided for), representing 59,500 Representative Warrants Scranton-Spring Brook Water Service Company will pay to bearer, upon surrender hereof, at its office or agency in --------------- , ------------------------------- -------------------------------- Dollars ($ ) in any coin or currency of 2Connect Expressthe United States --------- of America which at the time of payment shall be legal tender for the payment of public and private debts, Inc. being six months' interest then due on its First Mortgage Bonds % Series due --- , No. . --------------------------------- -------------------- --------------------------- Treasurer. (Reference to redemption shall be omitted from coupons annexed to bonds of any series that are not redeemable prior to the "maturity of such coupons.) [GENERAL FORM OF FULLY REGISTERED BOND WITHOUT COUPONS] SCRANTON-SPRING BROOK WATER SERVICE COMPANY FIRST MORTGAGE BOND % SERIES DUE --- ----------------------- Due ---------------------- No. $ -------------------------- --------------- SCRANTON-SPRING BROOK WATER SERVICE COMPANY, a corporation or- ganized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter sometimes called the Company"), for value received promises to pay to , or ------------------------- registered assigns, on , ------------------------ ---------------- Dollars ($ ) at its office or agency in --------------- ---------- and ----------------------------- ------------------------------- in each year, to pay interest thereon at said office or agency, at the rate of % per annum from the semi-annual interest pay- --- ment date next preceding the date of this bond (unless this bond be dated on an interest payment date, in which Warrant Certificate is being delivered herewithcase from the date hereof; or unless this bond be dated prior to the first interest payment date in respect thereof, hereby irrevocably elects to exercise in which case from the purchase right provided by beginning of the Warrant Certificate forfirst interest period for bonds of this series, and except that if this bond is delivered on a transfer or exchange of or in substitution for another bond or bonds it shall bear interest from the last preceding date to purchase thereunderwhich interest shall have been paid on the bond or bonds in respect of which this bond is delivered), _________ Units until the Company's obligation with respect to such principal sum shall be discharged. Both the principal of and the interest on this bond shall be payable in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. This bond is one of an issue of bonds of the Company, known as its First Mortgage Bonds, issued and herewith makes payment of $___________ therefor, and requests that the certificates for such securities to be issued in the name ofone or more series under and equally and ratably secured (except as any sinking, and delivered toamortization, ______________________________________________________________________________improvement or other fund, whose address is ____________________________________________________, all established in accordance with the Representative's Warrant Agreement provisions of the indenture hereinafter men- tioned, may afford additional security for the bonds of any par- ticular series) by a certain mortgage and deed of trust (hereinafter called the Indenture), dated as of March 15, 1946, made by the Company to Guaranty Trust Company of New York, as Trustee (hereinafter called the Trustee), to which Indenture (and to all indentures supplemental thereto), reference is hereby made for a description of the property mortgaged, the nature and extent of the security, the rights and limitations of rights of the Company, the Trustee, and the Warrant Certificateholders of said bonds and the coupons appurtenant to coupon bonds, under the Indenture, and the terms and conditions upon which said bonds are secured, to all of the provisions of which Indenture and all such supplemental in- dentures in respect of such security, including the provisions of the Indenture permitting the issue of bonds of any series in respect of property which, under the restrictions and limitations therein specified, may be subject to liens prior to the lien of the Indenture, the holder, by accepting this bond, assents. Dated: ____________________________ ----------------------------------------------- To the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of said bonds and coupons (Signature must conform including those pertaining to any sinking or other fund) may be changed and modified, with the consent of the Company, by the holders of at least 75% in all respects aggregate principal amount of the bonds then outstanding, such percentage being determined as provided in the Indenture; provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will extend the time of payment of the principal of or the interest on this bond or reduce this principal amount hereof or the rate of interest hereon or effect any other modification of the terms of payment of such principal or interest or will permit the creation of any lien ranking prior to name or on a parity with the lien of Holder the Indenture on any of the mortgaged property, or will deprive any non-assenting bondholder of a lien upon the mortgaged property for the security of his bond, or will reduce the percentage of bonds required for the aforesaid action under the Indenture. This bond is one of a series of bonds designated as specified the First Mortgage Bonds % ---- Series due of the Company. -------------------------------------- [Here insert reference to redemption if bonds of a particular series are so redeemable, and to sinking or other fund if such bonds are entitled thereto.] The principal of this bond may be declared or may become due prior to the maturity date hereinbefore named, on the face conditions, in the manner and at the times set forth in the Indenture, upon the happening of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised a default as therein defined. This bond is transferable by the registered holder if such holder desires to transfer owner hereof in person or by his duly authorized attorney at the Warrant Certificate.) FOR VALUE RECEIVED ___________________________________________________________ hereby sellsoffice or agency of the Company in , assigns upon sur- ------------------------------------ render and transfers unto (Print name and address cancellation of transferee) this Warrant Certificate, together with all right, title and interest thereinbond, and does hereby irrevocably constitute thereupon a new fully registered bond without coupons of the same series and appoint ____________________________ Attorneymaturity, for a like principal amount, will be issued to transfer the within Warrant Certificate transferee in exchange therefor, as provided in the Indenture. The Company will pay the interest on any fully registered bond without cou- pons only to or upon the order of the owner registered on the Company's books at the date interest is payable on such bond, according to the terms thereof. The Company and the Trustee and any registrar and any paying agent may deem and treat the person in whose name this bond is registered as the absolute owner here- of for the purpose of receiving payment and for all other pur- poses. [Here insert provisions for exchangeability, if any.] No recourse under or upon any covenant or obligation of the within-named Indenture, or of any bonds or coupons thereby secured, or for any claim based thereon, or otherwise in any manner in respect there- of, shall be had against any incorporator, subscriber to the cap- ital stock, stockholder, officer or director, as such, of the Company, and full power whether former, present or future, either directly, or indirectly through the Company or the Trustee, by the enforcement of substitution. Dated: Signature: --------------------------- ------------------------------------------ any subscription to capital stock, assessment or otherwise, or by any legal or equitable proceeding by virtue of any constitu- tion, statue or otherwise (Signature must conform in all respects to name of holder as specified on including, without limiting the face gener- ality of the Warrant Certificate) ------------------------------------------ (Insert Social Security foregoing, any proceeding to enforce any claimed liability of stockholders of the Company based upon any theory of disregarding the corporate entity of the Company or Other Identifying Number upon any theory that the Company was acting as the agent or instrumental- ity of Assigneethe stockholders), any and all such liability of incorpo- rators, stockholders, subscribers, officers and directors, as such, being released by the holder hereof, by the acceptance of this bond, and being likewise waived and released by the terms of the Indenture under which this bond is issued. This bond shall not be valid or become obligatory for any pur- pose until the certificate of authentication endorsed hereon shall have been signed by Guaranty Trust Company of New York, or its successor as Trustee under the Indenture.