Common use of Countersigned Clause in Contracts

Countersigned. as Rights Agent By:_________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns, and transfers unto ____________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ -------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned, and transferred by or on behalf of a Person who is or was an Acquiring Person, an Adverse Person, or an Affiliate or Associate of any such Acquiring Person or Adverse Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was, or subsequently became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person. Dated: _________________, ____ _____________________________ Signature Signature Guaranteed: NOTICE ------ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

Countersigned. Date: --------------------------- UMB BANK, N.A., as Rights Agent By:_________________________ : ----------------------------- Authorized Signature [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the this Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns, assigns and transfers unto ____________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within within-named Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ -------------------------- Signature --------------------------- Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: --------------------------------------- Signature (1) this Rights Certificate [ ] is [ ] is not being sold, assigned, and transferred by or on behalf of a Person who is or was an Acquiring Person, an Adverse Person, or an Affiliate or Associate of any such Acquiring Person or Adverse Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was, or subsequently became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person. Dated: _________________, ____ _____________________________ Signature Signature Guaranteed: NOTICE ------ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, 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 (as defined in the Rights Agreement).

Countersigned. as Rights Agent By:: _________________________ Authorized Signature [Signatory Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ hereby sells, assigns, and transfers unto ____________________________________________ -------------------------------------------------------------- (Please print name and address of transfereeaddress) _______________________________________________________________________________ this Rights Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. -------------------------------------------------------------- Dated: ___________________, ____ -------------------------- ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Certificate ----------- Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned, and transferred by or on behalf of a Person who is or was an Acquiring Person, an Adverse Person, or an Affiliate or Associate of any such Acquiring Person or Adverse Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire that the Rights evidenced by this Rights Right Certificate from any Person who isare not beneficially owned by, waswere not acquired by the undersigned from, and are not being sold, assigned or subsequently became transferred to, an Acquiring Person or an Adverse Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of an Acquiring Person or an Adverse Person. Dated: _________________, ____ _____________________________ Signature Signature Guaranteed: Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the foregoing Assignment and Certificate case may be, must correspond conform to the name as written upon the face of this Rights 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, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------

Countersigned. as Rights Agent By:_________________________ By ------------------------ Authorized Signature [Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Right Certificate, together with all right, title, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Right Certificate on the books of the within-named CompanyBank, with full power of substitution. Dated: ___________________, ____ -------------------------- Signature . --------------- ---- -------------------------------------------------- Signature Guaranteed: Signature Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Right Certificate [ ] is [ ] is ____ are ____ are not being sold, assigned, and transferred exercised by or on behalf of a Person who is or was an Acquiring Person, an Adverse Person, Person or an Affiliate or Associate of any such Acquiring Person or Adverse Person (as such terms are defined pursuant to in the Rights Agreement)) ; (2) after due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate ___ are ___ are not being sold, assigned and transferred to a Person who is an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a nominee of any such Acquiring Person, Affiliate or Associate. (3) after due inquiry and to the best knowledge of the undersigned, it [ ] ____ did [ ] ____ did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is, was, was or subsequently became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person. Dated: _________________, ____ _____________________________ 19 --------------------------------------------- ----------- -- Signature Signature Guaranteed: NOTICE ------ The signature signatures to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever.

Countersigned. AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Warrant Agent By:By ----------------------------------- Authorized Officer [FORM OF REVERSE OF REDEEMABLE COMMON STOCK PURCHASE WARRANTS] ELECTION TO PURCHASE (To Be Executed Upon Exercise of the Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase Shares and herewith tenders in payment for such Shares cash or a certified or official bank check payable to the order of the Company in the amount of $ e all in accordance with the terms hereof. The undersigned requests that a certificate for such Shares be registered in the name of ___________ whose address is ___________ and that such certificate be delivered to whose address is _____________. If said number of Shares is less than all the Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing Warrants to purchase the remaining balance of the Shares be registered in the name of whose address is and that such certificate be delivered to ____________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED whose address is ___________________________________________ hereby sells, assigns, and transfers unto ____________________________________________ (Please print name and address . The undersigned represents that the exercise of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books Warrant was solicited by a member of the within-named CompanyNational Association of Securities Dealers, with full power Inc. If not solicited by an NASD member, please write "unsolicited" in the space below. Unless otherwise indicated by listing the name of substitution. an NASD member firm, it will be assumed that the exercise was "unsolicited" ------------------------- Dated: ___________________, ____ -------------------------- X --------------------- ----------------------------------------- Signature X ----------------------------------------- Signature ----------------------------------------- ----------------------------------------- Address ------------------------------------------ Taxpayer Identification Number(s) ------------------------------------------ Signature(s) Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned, and transferred by or on behalf of a Person who is or was an Acquiring Person, an Adverse Person, or an Affiliate or Associate of any such Acquiring Person or Adverse Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was, or subsequently became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person. Dated: _________________, ____ _____________________________ Signature Signature Guaranteed: NOTICE ------ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.