Common use of Event Clause in Contracts

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or 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 Certificates surrendered entitled such holder to purchase. If this Right Certificate is exercised in part, the holder is entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares or other consideration considered appropriate by the Board of Directors). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is entitled to vote or receive dividends or be considered for any purpose the holder of Preferred Shares, Common Shares or any other securities of the Company that may at any time be issuable on the exercise hereof, nor will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate have been exercised as provided in the Rights Agreement. This Right Certificate will not be valid or obligatory for any purpose until it has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at the Company's option in cash or in common stock of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cashwhole or in part for shares of Company Common Stock, Common Shares or other consideration considered appropriate by the Board of Directors)par value $.01 per share. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ATTEST: FORWARD AIR CORPORATION By:____________________________________ Name:__________________________________ : ------------------------------------- ----------------------------------- Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________------------------------------- ---------------------------------

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Independent Directors (as defined in the Rights Agreement) at its their option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "’s Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Independent Directors (as defined in the Rights Agreement) at its their option at a redemption price of $0.01 0.001 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Independent Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________, ____Attested: OPENWAVE SYSTEMS INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ : By: Name:__________________________________ : Name: Title:_________________________________ : Title: Countersigned: National City BankCOMPUTERSHARE TRUST COMPANY, a national banking association N.A. By:___________________________________ : Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) : FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under seal. Dated as of _________________Attested: ▇▇▇-▇▇▇▇ CORPORATION By: By: ------------------------------ ------------------------------------ [Secretary or Assistant Secretary] Name: Title: [Chairman and Chief Executive Officer, ____. ASSOCIATED ESTATES REALTY CORPORATIONVice Chairman, an Ohio corporation or Vice President] Countersigned: [RIGHTS AGENT] By:____________________________________ : -------------------------------- Name:__________________________________ : Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. 55 Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] BROOKTROUT TECHNOLOGY, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONAttested: By ----------------------------------- By Name: -------------------------------- Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City BankVice Chairman, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right CertificateClerk or Assistant Clerk] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security President or other identifying taxpayer number of transferee: ______________________________________Vice President]

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under seal. Dated as of Attested: ▇▇▇-▇▇▇▇ CORPORATION By:_________________, ____. ASSOCIATED ESTATES REALTY CORPORATION__________ By: _______________________________ [Secretary or Assistant Secretary] Name: Title: [Chairman and Chief Executive Officer, an Ohio corporation Vice Chairman, or Vice President] Countersigned: [RIGHTS AGENT] By:____________________________________ Name:_______: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto________________________________________unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________, _____ ___________________________________ Signature Signature Guaranteed: _______________ CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under seal. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation Attested: MASSBANK Corp. By:____________________________________ Name:___By: _______________________________ [Secretary or Assistant Secretary] Name: Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By:_________________________________ CountersignedName: National City Bank, a national banking association By:________Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto________________________________________unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, _____ ___________________________________ Signature Signature Guaranteed: _______________________ CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one five-hundredths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (i) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cashcash and (ii) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that fractional shares which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth five-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one five-hundredth of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company. Dated as of _________________Dated: --------------------- BMC INDUSTRIES, ____INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ : ---------------------------------- Its: --------------------------------- Countersigned: National City BankNORWEST BANK MINNESOTA, a national banking association NATIONAL ASSOCIATION By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- : ---------------------------------- Authorized Manual or Facsimile Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________RECEIVED ________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: _______________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------------- ---------------------------------- Signature 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 office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: COURIER CORPORATION By: By: --------------------------- ----------------------------------- [Clerk or Assistant Clerk] Name: Title: [Chairman, ____. ASSOCIATED ESTATES REALTY CORPORATIONVice Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ : --------------------------- Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------------ ---- ------------------------------ Signature Signature Guaranteed: ----------------------- CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (a) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cash, and (b) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Sharehereby, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, the Common Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned countersigned, manually or by an authorized signatory of facsimile signature, by the Rights Agent. WITNESS the manual or facsimile signature signatures of the proper officers officer of the Company. Dated as of _________________, _20___. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ ▇▇▇▇▇▇▇▇▇▇ TECHNOLOGY INCORPORATED By Title:_________________________________ : Countersigned: National City Bank▇▇▇▇▇ FARGO BANK, a national banking association By:___________________________________ Name:_________________________________ N.A. By Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) : FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ unto (Please please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ ______________________: , 20___ Signature Social Security Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., or other identifying taxpayer number a commercial bank or trust company having an office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guaranty medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of transferee: ______________________________________1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: COURIER CORPORATION By: By: ------------------------------- ---------------------------------- [Clerk or Assistant Clerk] Name: Title: [Chairman, ____. ASSOCIATED ESTATES REALTY CORPORATIONVice Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ : ------------------------------- Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------- ---- ------------------------------- Signature Signature Guaranteed: ------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under seal. Dated as of Attested: CIRCOR INTERNATIONAL, INC. By:_________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ____________ By:: ____________________________________ [Secretary or Assistant Secretary] Name:__________________________________ : Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By:_________________________________ CountersignedName: National City Bank, a national banking association By:________Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto________________________________________unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________, ____ ____________________________________ Signature Signature Guaranteed: ______________ CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "’s Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: THE STRIDE RITE CORPORATION By: By: [Secretary or Assistant Secretary] Name: Title: [Chairman, ____. ASSOCIATED ESTATES REALTY CORPORATIONVice Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ President or Vice President] Countersigned: National City BankCOMPUTERSHARE TRUST COMPANY, a national banking association N.A. By:___________________________________ : Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) : FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for Stock or one one-thousandth of a share of Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 0.001 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] ZOLL MEDICAL CORPORATION Attested: By ------------------------------------ Name: By Title: [Chairman, ____. ASSOCIATED ESTATES REALTY CORPORATIONVice Chairman, an Ohio corporation By:-------------------------------- President or Vice President] [Clerk or Assistant Clerk] Countersigned: [____________________________________ Name:__________________________________ Title:_________________________________ Countersigned], as Rights Agent 57 ---------------------------------- Authorized Signatory Date of countersignature: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, ____ ___________________________________ Signature Signature Guaranteed: _____________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightset forth in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] ANIKA THERAPEUTICS, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONAttested: By ---------------------------------- Name: By Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City BankVice Chairman, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- ----------------------------------- President or Vice President] [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security Clerk or other identifying taxpayer number of transferee: ______________________________________Assistant Clerk]

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at the Company's option in cash or in Class A Common Stock, no par value per share, of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cashwhole or in part for shares of Class A Common Stock, Common Shares or other consideration considered appropriate by the Board of Directors)no par value per share. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____________. ASSOCIATED ESTATES REALTY CORPORATIONATTEST: AMSURG CORP. By: ---------------------------------- ---------------------------------- Title: Title: ---------------------------- ---------------------------------- Countersigned: SUNTRUST BANK, an Ohio corporation By:ATLANTA 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 ____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto__________________________________unto __________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: _________________________________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________. ---------------------------------------- Signature Signature Guaranteed: 44 Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at the Company's option in cash or in Class A Common Stock, no par value per share, of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cashwhole or in part for shares of Common Stock, Common Shares or other consideration considered appropriate by no par value per share, of the Board of Directors)Company. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____________. ASSOCIATED ESTATES REALTY CORPORATIONATTEST: AMSURG CORP. By: ---------------------------------- ---------------------------------- Title: Title: ---------------------------- ---------------------------------- Countersigned: SUNTRUST BANK, an Ohio corporation By:ATLANTA 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 ____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto__________________________________unto __________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: _________________________________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________. ---------------------------------------- Signature Signature Guaranteed: 44 Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent Agents designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (i) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cash, and (ii) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions fractional shares that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereofthereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company. Dated as of _________________, ____Dated: ---------- DELPHAX TECHNOLOGIES INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ : ---------------------------------- Its: ---------------------------------- Countersigned: National City Bank, a national banking association --------------------------------------- By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- : ----------------------------------- Authorized Manual or Facsimile Signature RIGHTS AGREEMENT [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed Executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto_______________________________________________________________RECEIVED _____________ hereby sells, assigns, and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact_______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ : -------------------- --------------------------------------- Signature Social Security Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or other identifying taxpayer number a commercial bank or trust company having an office or correspondent in the United States, or by an eligible guarantor institution (bank, stockbroker, savings and loan association, or credit union with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of transferee: ______________________________________1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Class A Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Class A Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] INTERSTATE HOTELS CORPORATION Attested: By ---------------------------------- Name: By ------------------------------------ Title: [Chairman, ____. ASSOCIATED ESTATES REALTY CORPORATIONVice [Secretary or Assistant Secretary] Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ President or Vice President] Countersigned: National City Bank[ ], a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- ----------------------------- as Rights Agent ------------------------------ Authorized Signatory Date of countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED ___________________________________________________ hereby sells, assigns and transfers unto __________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------------- ----------------------------- Signature Signature Guaranteed: ------------------------- CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Preference Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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 CertificatesRights, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Preference Shares as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreementpart, the holder is shall be entitled to receive this upon surrender hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate duly marked to indicate that such exercise has occurred as set forth in or Right Certificates for the number of whole Rights Agreementnot exercised. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), shares or Preferred Preference Shares at an exchange ratio (subject to adjustment) of one Common Share for common share or one one-thousandth of a Preferred Preference Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 U.S.$0.001 per Right (payable in cash, Common Shares common shares or other consideration considered deemed appropriate by the Board of DirectorsDirectors of the Company). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a Preferred Preference Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of the Rights evidenced by this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Preference Shares, Common Shares common shares or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated The common seal of XOMA LTD. was affixed hereto in the presence of: --------------------------------------- Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent ------------------------------- Authorized Signatory Date of Countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:________________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers untounto ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ________________________________________________________________________________ the Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer such Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ___________________________________ Signature Signature Guaranteed: ____________________ (Signatures must be guaranteed by a commercial bank or trust company or by a member of the New York Stock Exchange.)

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "’s Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: NEUROMETRIX, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONBy: By: [Secretary or Assistant Secretary] Name: Title: [Chairman, an Ohio corporation Vice Chairman, President or Vice President] AMERICAN STOCK TRANSFER & TRUST COMPANY By:____________________________________ : Name:__________________________________ : Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares shares of Common Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the Company or the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon Upon surrender at the office or offices of the Rights Agent designated for such purpose, this Right Certificate may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares shares of Common Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii11(a) (ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or of any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for one one-thousandth of a Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth tenth of a Preferred Shareshare, which may, at the election of the Company, be evidenced by depositary depository receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, shares of Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an any authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated Corporate Seal ALPHA INDUSTRIES, INC. Attested: By: ------------------------------- Name: Title: Chairman, Vice Chairman, By: President or Vice President -------------------------------- Secretary or Assistant Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent ----------------------------------- Authorized Signatory Date of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:__________countersignature: 41 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ Name:hereby sells, assigns and transfers unto __________________________________ Title:____________(Please print name and address of transferred) _____________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact_________________ Attorney, to transfer the within Right 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 Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of Attested: WARR▇▇ ▇▇▇CORP, INC. By:_________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ______ By:____________________________________ Name:__________________________________ [Clerk or Assistant Clerk] Name: Title:_________________________________ : [Chairman, Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : 57 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________, ____ ___________________________________ Signature Signature Guaranteed: _____________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Certificate or Right Certificates surrendered entitled such holder to purchasesurrendered. If this Right Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 per Right Right, payable at the Company’s option in cash or in Common Stock of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cash, whole or in part for shares of Common Stock. No fractional Preferred Shares or other consideration considered appropriate by the Board of Directors). The Company is not obligated to issue fractional shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Share), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of a Preferred Shares, Common Shares Share or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ATTEST: GENESCO INC. By:____________________________________ Name:__________________________________ : Title:_________________________________ : Title: Countersigned: National City BankCOMPUTERSHARE TRUST COMPANY, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] N.A. By Authorized Signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) unto this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: . Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge Agent and are also available upon written request to the holder of this certificate within five days after the receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: ▇▇▇▇▇▇▇ PACIFIC PROPERTIES, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONBy: By: ---------------------------------- ------------------------------------- [Secretary or Assistant Secretary] Name: Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ : ---------------------------------- Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:______________,_____ -------------------------------- Signature Signature Guaranteed: --------------------- CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (i) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .0001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cashcash and (ii) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights under the Rights Agreement. The Company is not obligated to issue No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that fractional shares which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one ten-thousandth of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned countersigned, manually or by an authorized signatory of facsimile signature, by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company. Dated as of _________________Dated: THE FINISH LINE, ____INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ : Its: Countersigned: National City BankBROADRIDGE CORPORATE ISSUER SOLUTIONS, a national banking association INC. By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) : Authorized Manual or Facsimile Signature FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) unto this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ : Signature Social Security Signature Medallion Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, or other identifying taxpayer number a commercial bank or trust company having an office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program), under Rule 17Ad-15 promulgated under the Securities Exchange Act of transferee: ______________________________________1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or 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 Certificates surrendered entitled such holder to purchase. If this Right Certificate is exercised in part, the holder is entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares or other consideration considered appropriate by the Board of Directors). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is entitled to vote or receive dividends or be considered for any purpose the holder of Preferred Shares, Common Shares or any other securities of the Company that may at any time be issuable on the exercise hereof, nor will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate have been exercised as provided in the Rights Agreement. This Right Certificate will not be valid or obligatory for any purpose until it has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, _,___. ASSOCIATED ESTATES REALTY CORPORATIONBOYK▇▇ ▇▇▇GING COMPANY, an Ohio corporation By:____________________________________ : -------------------------------- Name:__________________________________ : ------------------------------- Title:_________________________________ : ------------------------------ Countersigned: National City BankNATIONAL CITY BANK, a national banking association By:___________________________________ : -------------------------------- Name:_________________________________ : ------------------------------- Title:________________________________ -------------------------------------------------------------------------------- : ------------------------------ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby RECEIVED ______________ hereby sells, assigns and transfers unto_unto ___________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________,____, ____ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________------------------------------------- Signature Guaranteed: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office offices of the Company and the designated office of Rights Agent and are also available upon written request to the Company or the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 0.02 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue No fractional shares of stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is Certificate shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of [Corporate Seal] PERINI CORPORATION Attested: By_________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:__________ Name: Title: [Chairman, President By________________________ or Vice President] [Clerk or Assistant Clerk] Countersigned: _____________________________ Name:__________________________________ : THE FIRST NATIONAL BANK OF Title:_________________________________ Countersigned: National City Bank[Treasurer or BOSTON, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- as Rights Agent Assistant Treasurer] -------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto_______________________________RECEIVED_____________________________________________ hereby sells, assigns and transfers unto --------------------------------------------------------------- (Please print name and address of transferee) --------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact_______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________,______, 19__ _---------------------------- Signature Signature Guaranteed:________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at the Company's option in cash or in Common Stock, par value $.001 per share, of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cashwhole or in part for shares of Common Stock, Common Shares or other consideration considered appropriate by the Board of Directors)par value $.001 per share. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________-----------------------------. ATTEST: AMERICAN HEALTHWAYS, ____INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:: ----------------------------- ------------------------------- Title: Title: ---------------------- ---------------------------- Countersigned: SUNTRUST BANK By -------------------------- Authorized Signature 41 [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 ____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto__________________________________unto __________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------- -------------------------------------------- Signature Signature Guaranteed: 42 Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive common stock, cash or other securities that may be purchased upon assets of an entity other than the exercise of Company, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right The Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementAgreement applicable to a Company Common Right, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Company Common Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Company Common Rights evidenced by this Certificate may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 .01 per Right (Company Common Right, payable at the Company's option in cash, Common Shares cash or other consideration considered appropriate by securities or property of the Board of Directors)Company, subject to adjustment for certain events as provided in the Rights Agreement. The Company is not obligated to issue No fractional shares of Series 1 Preferred Stock will be issued upon the exercise of any Company Common Right or Company Common Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Series 1 Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Series 1 Preferred Shares, Common Shares Stock or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate have been exercised as provided in the Rights Agreement. This Right Certificate will not be valid or obligatory for any purpose until it has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________any

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (a) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cash, and (b) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares (as such term is defined in the Rights Agreement) or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Sharehereby, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, the Common Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned countersigned, manually or by an authorized signatory of facsimile signature, by the Rights Agent. 42 WITNESS the manual or facsimile signature signatures of the proper officers officer of the Company. Dated as of _________________, ____20 . ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ ----------- -- HUTCHINSON TECHNOLOGY INCORPORATED By ----------------------------------------------- Title:_________________________________ : ------------------------------------------ Countersigned: National City BankWELL▇ ▇▇▇GO BANK MINNESOTA, a national banking association By:___________________________________ Name:_________________________________ N.A. By ----------------------------------------------- Title:________________________________ -------------------------------------------------------------------------------- : ------------------------------------------ [Form of Reverse Side of Right CertificateFORM OF REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ unto (Please please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ : , 20 ---------------- -- ---------------------------------- Signature Social Security Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or other identifying taxpayer number a commercial bank or trust company having an office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guaranty medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of transferee: ______________________________________1934, as amended.

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 .001 per Right Right, payable at the Company's option in cash or in common stock of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cashwhole or in part for shares of Company Common Stock, Common Shares or other consideration considered appropriate by the Board of Directors)par value $.01 per share. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________-----------------------------.

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cash, Common Shares (as such term is defined in the Rights Agreement) or any other form of consideration considered deemed appropriate by the Board of Directors), and (ii) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares. The Board of Directors of the Company is and the Company shall not obligated have any liability to issue any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by scrip or depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is Certificate shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company. Dated as Dated: MUSICLAND STORES CORPORATION By: ----------------------------------- [Name and Title] Countersigned for purposes of _________________authentication only: NORWEST BANK MINNESOTA, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [NATIONAL ASSOCIATION By ------------------------------------- Authorized Signature Form of Reverse Side of Right Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sellsRECEIVED, assigns and transfers unto____________________________________________________________________________ hereby sells, assigns and transfers unto ------------------- (Please print name and of transferee) ---------------------- (print address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Please insert social security number taxpayer identification number or other identifying taxpayer number number: ----------------------------------- Dated: ------------------------- Signature Guaranteed: ----------------------------------------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Form of transferee: ______________________________________Reverse Side of Right Certificate--continued

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or of any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for Stock or one one-thousandth of a share of Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an any authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated Corporate Seal AMERICAN SCIENCE AND ENGINEERING, INC. Attested: By: ------------------------------ Name: Ralp▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer By: ------------------------------ Jeff▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇erk Countersigned: AMERICAN STOCK TRANSFER & TRUST CO., as Rights Agent --------------------------------- Authorized Signatory Date of countersignature: -48- 52 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ______________________(Please print name and address of transferred) _____________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:_______Signature Signature Guaranteed: ___________________________ TitleCERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase shares of Preferred Shares capital stock of an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. 50 This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Rights Agent and are available from the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 .001 per Right (Right, payable at the Company's option in cashcash or in Common Stock, Common Shares or other consideration considered appropriate by subject to adjustment in certain events as provided in the Board of Directors)Rights Agreement. The Company is not obligated to issue No fractional shares of Series One Preferred Stock (other than fractions which are integral multiples of one hundredth of a share of Series One Preferred Stock) will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Sharehereby, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. 51 No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Series One Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ________________ __, ____. ASSOCIATED ESTATES REALTY CORPORATIONATTEST: SIGNATURE INNS, an Ohio corporation By:________INC. ____________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:______________________ Title:______________________________ -------------------------------------------------------------------------------- Countersigned: By _________________________ Authorized Signature 52 [Form of Reverse Side of Right Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________hereby sells, assigns and transfers unto_________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number 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: 53

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightset forth in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] ANIKA THERAPEUTICS, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONAttested: By -------------------------------- Name: By-------------------------- Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City BankVice Chairman, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right CertificateClerk or Assistant Clerk] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security President or other identifying taxpayer number of transferee: ______________________________________Vice President]

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at the Company's option in cash or in common stock of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cashwhole or in part for shares of Company Common Stock, Common Shares or other consideration considered appropriate by the Board of Directors)par value $.01 per share. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, _________. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ATTEST: DYERSBURG CORPORATION By:: ------------------------------------- ------------------------------------ Title: Title: ------------------------------- --------------------------------- Countersigned: [ ] -------------------------------- 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 ____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto__________________________________unto __________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------------------- --------------------------------------- Signature Signature Guaranteed: 44 Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Amended and Restated Rights Agreement, the Exercise Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Amended and Restated Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Amended and Restated 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Amended and Restated Rights Agreement. Copies of the Amended and Restated Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the Rights Agent. The Company will mail a copy of the This Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices principal office(s) of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one-one thousandth (1/1000) of a share of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Amended and Restated Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Board of Directors Company at its option at a redemption price of $0.01 0.001 per Right or (payable ii) exchanged in cash, whole or in part for shares of Common Shares Stock or other consideration considered appropriate by securities of the Company. Immediately upon the action of the Board of Directors)Directors of the Company authorizing redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one-one one- -------------------------------------------------------------------------------- thousandth (1/1000) of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Amended and Restated Rights Agreement. No holder of this Right Certificate, as such, is Rights Certificate shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred Shares, Common Shares Stock or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Amended and Restated Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Amended and Restated Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Amended and Restated Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned manually or by an authorized signatory of facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________.

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent Agents designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (i) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cash, and (ii) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions fractional shares that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereofthereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company. Dated as Dated: ------------------- RIMAGE CORPORATION By: ----------------------------- Its: ----------------------------- Countersigned: ------------------------------------- By: --------------------------------- Authorized Manual or Facsimile Signature RIGHTS AGREEMENT [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be Executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________ hereby sells, ____. ASSOCIATED ESTATES REALTY CORPORATIONassigns, an Ohio corporation By:_________________and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ___________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ : -------------------- ------------------------------- Signature Social Security Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or other identifying taxpayer number a commercial bank or trust company having an office or correspondent in the United States, or by an eligible guarantor institution (bank, stockbroker, savings and loan association, or credit union with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of transferee: ______________________________________1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Preference Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Preference Shares as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreementpart, the holder is shall be entitled to receive this upon surrender hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate duly marked to indicate that such exercise has occurred as set forth in or Right Certificates for the number of whole Rights Agreementnot exercised. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), Shares or Preferred Preference Shares at an exchange ratio (subject to adjustment) of one Common Share for or one one-thousandth hundredth of a Preferred Preference Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 U.S.$0.001 per Right (payable in cash, Common Shares or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Preference Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Preference Shares, Common Shares or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated [Corporate Seal] XOMA LTD. Attested: By -------------------------------- Name: By Title: ------------------------------- Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent ------------------------------------ Authorized Signatory Date of Countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:________________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers untounto _______________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ___________________________________________ Signature Signature Guaranteed: ____________________ (Signatures must be guaranteed by a commercial bank or trust company or by a member of the New York Stock Exchange.)

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "’s Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: HARVARD BIOSCIENCE, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONBy: By: [Secretary or Assistant Secretary] Name: Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association REGISTRAR AND TRANSFER COMPANY By:___________________________________ : Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) : FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge Agent and are also available upon written request to the holder of this certificate within five days after the receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of Attested: ▇▇▇▇▇▇▇ PACIFIC PROPERTIES, INC. By:_________________, ____. ASSOCIATED ESTATES REALTY CORPORATION___________ By:____________________________ [Secretary or Assistant Secretary] Name: Title: [Chairman, an Ohio corporation Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By:____________________________________ Name:__________________________________ : Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________________, ___________________________________ Signature Signature Guaranteed: ______________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for common stock of the Company or paired shares ("Paired Shares") of the Company's Common Stock and the common sharesstock of Wyndham International, without par value (the "Common Shares"), Inc. or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Stock of the Company, Paired Shares or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, the Company's Common Stock, Paired Shares or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: PATRIOT AMERICAN HOSPITALITY, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONBy: By: ------------------------------------ -------------------------------- [Secretary or Assistant Secretary] Name: Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ : ------------------------------------ Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one two-hundredths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (i) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cash, and (ii) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares (as such term is defined in the Rights Agreement) or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that fractional shares which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth two-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one two-hundredth of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned countersigned, manually or by an authorized signatory of facsimile signature, by the Rights Agent. WITNESS the manual or facsimile signature signatures of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION▇▇▇▇▇ COMPANY, an Ohio corporation INC. By:: ------------------------------------ Title: --------------------------------- And: ----------------------------------- Title: --------------------------------- Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ------------------------------------ Title: --------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto __________________________________________________________ Name:(Please print name and address of transferee) __________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact_____________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ___________________, ____________________ ------------------------------------ Signature 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 office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guaranty medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares shares of Common Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the Company or the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon Upon surrender at the office or offices of the Rights Agent designated for such purpose, this Right Certificate may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares shares of Common Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii11(a) (ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or of any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for one one-thousandth of a Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth tenth of a Preferred Shareshare, which may, at the election of the Company, be evidenced by depositary depository receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, shares of Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an any authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated Corporate Seal ALPHA INDUSTRIES, INC. Attested: By: -------------------------------- Name: Title: Chairman, Vice Chairman, President or Vice President By: ---------------------------------- Secretary or Assistant Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent ------------------------------------- Authorized Signatory Date of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:__________countersignature: 41 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ Name:hereby sells, assigns and transfers unto __________________________________ Title:____________(Please print name and address of transferred) _____________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact_________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________,_, ________ ________. --------------------------------- Signature Signature Guaranteed: _________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Class A Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Class A Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] INTERSTATE HOTELS CORPORATION Attested: By ----------------------------- Name: By Title: [Chairman, ____. ASSOCIATED ESTATES REALTY CORPORATIONVice ---------------------------------- Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- President or [Form of Reverse Side of Right CertificateSecretary or Assistant Secretary] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________Vice President]

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares or other consideration considered appropriate by the Board of Directors). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided specified in the Rights Agreement. No holder of this Right Certificate, as such, is entitled to vote or receive dividends or be considered for any purpose the holder of Preferred Shares, Common Shares or any other securities of the Company that may at any time be issuable on the exercise hereof, nor will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate have been exercised as provided in the Rights Agreement. This Right Certificate will not be valid or obligatory for any purpose until it has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________.

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances as set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office or offices of the Rights Agent. The Agent for such purpose and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon the surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing the Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon the surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii11.1(b) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Independent Directors (as defined in the Rights Agreement) at its their option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "’s Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Independent Directors (as defined in the Rights Agreement) at its their option at a redemption price of $0.01 0.001 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Independent Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature signature(s) of the proper officers officer(s) of the Company. Dated as of _________________GREAT ELM GROUP, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONBy: Name: Title: COMPUTERSHARE TRUST COMPANY, an Ohio corporation N.A. By:____________________________________ : Name:__________________________________ : Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby RECEIVED hereby sells, assigns and transfers unto____________________________________________________________________________ unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-factAttorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,_______: _ ________________________, 20_ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Rights Agent.

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: BRADLEES, ____INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ NameBy:__________________________________ [Clerk or Assistant Clerk] Name: Title:_________________________________ : [Chairman, Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ , _____ ______________________________ Signature Signature Guaranteed: _____________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or 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 Certificates surrendered entitled such holder to purchase. If this Right Certificate is exercised in part, the holder is entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares or other consideration considered appropriate by the Board of Directors). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is entitled to vote or receive dividends or be considered for any purpose the holder of Preferred Shares, Common Shares or any other securities of the Company that may at any time be issuable on the exercise hereof, nor will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate have been exercised as provided in the Rights Agreement. This Right Certificate will not be valid or obligatory for any purpose until it has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATIONMORG▇▇'▇ ▇▇▇DS, INC., an Ohio corporation By:____________________________________ : -------------------------------- Name:__________________________________ : ------------------------------ Title:_________________________________ : ----------------------------- Countersigned: National City BankFIRSTAR BANK, N.A., a national banking association By:___________________________________ : ----------------------------- Name:_________________________________ : --------------------------- Title:________________________________ : -------------------------- -------------------------------------------------------------------------------- Page B-3 49 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby RECEIVED _______________ hereby sells, assigns and transfers unto__unto __________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,_________, ____ ______________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (i) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cashcash and (ii) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that fractional shares which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Dated:----------------- MINNTECH CORPORATION By:-------------------------- Its:------------------------ Countersigned: National City BankNORWEST BANK MINNESOTA, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- NATIONAL ASSOCIATION By:------------------------------------ Authorized Manual or Facsimile Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________RECEIVED ________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: _______________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:-------------- ----------------------------------- Signature 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 office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii11(a) (ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or of any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for Stock or one one-thousandth of a share of Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, as adjusted in accordance with the terms of the Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an any authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated Corporate Seal AMERICAN SCIENCE AND ENGINEERING, INC. Attested: By: ------------------------------------- Name: Ralp▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive By: Officer ------------------------------------ Jeff▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇erk Countersigned: AMERICAN STOCK TRANSFER & TRUST CO., as Rights Agent ------------------------------------ Authorized Signatory Date of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:__________countersignature: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ Name:hereby sells, assigns and transfers unto __________________________________ Title:____________(Please print name and address of transferred) _____________________ Countersigned: National City Bankthis Right Certificate, a national banking association By:__________________together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Name:Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, ____________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto_______________________________________. _____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transfereeSignature Guaranteed: _______________________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Right Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Renewal Rights Agreement, the Exercise Price and the number or kind of shares of Preferred Shares Stock or other securities that securities, which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Renewal Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Renewal Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Renewal 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Renewal Rights Agreement. Copies of the The Renewal Rights Agreement are is on file at the principal office of the Company. Copies of the Renewal Rights Agreement are available upon written request to the Company and the designated office of or the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandth of a share of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised or exchanged in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightexchanged. Subject to the provisions of the Renewal Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earlier of (payable in cashi) 5:00 p.m., Common Shares or other consideration considered appropriate Boston, Massachusetts time, on the tenth calendar day following the Stock Acquisition Date (as such term is defined in, and as such time period may be extended pursuant to, the Renewal Rights Agreement), (ii) the declaration by the Board of DirectorsDirectors that any person is an Adverse Person (as such term is defined in the Renewal Rights Agreement) or (iii) the Final Expiration Date (as such term is defined in the Renewal Rights Agreement). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificateholder, as such, is of this Right Certificate shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor will shall anything contained in the Renewal Rights Agreement or herein be construed to or confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Renewal Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Renewal Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________3B

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: ANDOVER BANCORP, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONBy: By: ---------------------------------- ------------------------------------ [Secretary or Assistant Secretary] Name: Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ : --------------------------------- Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : 57 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of transfereethe within-named Company, with full power of substitution. Dated: ___________, ____ _________________________________________ Signature Signature Guaranteed: ______________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein and made a part hereof and to which Rights Agreement reference is 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one-hundredths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (a) may, but are not required to, be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 .001 per Right (Right, subject to adjustment as provided in the Rights Agreement, payable in cashcash and (b) may, but are not required to, be exchanged by the Company in whole or in part for Common Shares or other consideration considered appropriate by shares of capital stock of the Company. The Board of Directors)Directors of the Company and the Company shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. The Company is not obligated to issue No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that fractional shares which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one-hundredth of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of the Preferred Shares, Common Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned countersigned, manually or by an authorized signatory of facsimile signature, by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company. Dated as of _________________Dated: ------------------- STELLENT, ____INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ : -------------------------------- Its: ----------------------------- Countersigned: National City Bank▇▇▇▇▇ FARGO BANK MINNESOTA, a national banking association N.A. By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- : ----------------------------- Authorized Manual or Facsimile Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________RECEIVED ________________________ hereby sells, assigns and transfers unto ------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: _______________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ------------------- ------------------------------------ Signature Signature Medallion Guaranteed: Signatures must be Medallion 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 office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for Stock or one one-thousandth of a share of Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] BOSTON PROPERTIES, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONAttested: By ------------------------------ Name: By Title: [Chairman, an Ohio corporation By:Vice ---------------------------------- Chairman, President [Secretary or Assistant Secretary] or Vice President] Countersigned: [____________________________________ Name:__________________________________ Title:_________________________________ Countersigned], as Rights Agent ------------------------------------ Authorized Signatory Date of countersignature: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED ___________________________________________________ hereby sells, assigns and transfers unto __________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ------------------- ----------------------------------- Signature Signature Guaranteed: ------------------------

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of specified in the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares or other consideration considered appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________[Corporate Seal] BROOKTROUT TECHNOLOGY, ____INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ByAttested:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for common stock of the Company or paired shares ("Paired Shares") of the Company's Common Stock and the common sharesstock of Wyndham International, without par value (the "Common Shares"), Inc. or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common common stock of the Company, Paired Shares or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, the Company's Common Stock, Paired Shares or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under corporate seal. Dated as of _________________Attested: PATRIOT AMERICAN HOSPITALITY, ____INC. ASSOCIATED ESTATES REALTY CORPORATIONBy: By: -------------------------- ----------------------------- [Secretary or Assistant Secretary] Name: Title: [Chairman, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ : -------------------------- Name:_________________________________ : Title:________________________________ -------------------------------------------------------------------------------- : [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers untoRECEIVED _________________________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------------------- ------------------- ------- Signature Signature Guaranteed: --------------------- CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office executive offices of the Company and the designated above-mentioned office of the Rights Agent. The Company will mail a copy of Agent and are also available upon written request to the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, with the Form of Assignment and Certificate set forth on the reverse side duly executed, 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 one one-hundredths of a Preferred Shares Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Board of Directors at its option Company at a redemption price of $0.01 0.001 per Right (payable payable, at the Company's option, in cash, Common Shares or any other form of consideration considered deemed appropriate by the Board of Directors) at any time prior to the time a person becomes an Acquiring Person (as defined in the Rights Agreement). The Company is not obligated Subject to issue the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be exchanged in whole or part for Common Shares. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Sharehereby, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment of consideration will be made, as provided in the Rights Agreement. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect up until the time a person becomes an Acquiring Person and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates or Common Shares, as the case may be (other than an Acquiring Person or the Affiliates or Associates thereof). No holder of this Right Certificate, as such, is Certificate shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________May 22, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________1997

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive common stock, cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of ----------------------------- * The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 .001 per Right (Right, payable at the Company's option in cashcash or in common stock of the Company, Common Shares or other consideration considered appropriate by subject to adjustment in certain events as provided in the Board of Directors)Rights Agreement. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____ __, 199_/200_. ATTEST: PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED By: _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION____ By: ________________________________ Name: Name: Title: Title: Countersigned: STOCKTRANS, an Ohio corporation INC., as Rights Agent By:: _________________________ Name: Title: [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 _____________________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number 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: _________ __, 199_/200_ ______________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares shares of Common Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby-incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office offices of the Company and the designated office of Rights Agent and are also available upon written request to the Company or the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares shares of Common Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue No fractional shares of stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Sharehereby, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, shares of Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of (Corporate Seal] Attested: AQUILA BIOPHARMACEUTICALS, INC. /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ By_________________, _______ By______________________________ Secretary Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: President (Corporate Seal] Attested: AMERICAN STOCK TRANSFER & TRUST /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ▇▇▇▇▇▇ By:________________________ By______________________________ Assistant Secretary Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President (Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto_________________unto ___________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ___________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________, 19__ _________________________________ Signature Signature Guaranteed: ________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Rights Certificate or Rights Certificates surrendered entitled such holder to purchasesurrendered. If this Right Rights Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at the Company's option in cash or in common stock, $ .50 par value per share of the Company (payable the "Company Common Stock"), subject to adjustment in cash, certain events as provided in the Rights Agreement or (ii) may be exchanged in whole or in part for shares of Company Common Shares or other consideration considered appropriate by the Board of Directors)Stock. The Company is not obligated to issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a share of Preferred ShareStock), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Rights Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of Preferred Shares, Common Shares Stock or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____________. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ATTEST: DOLLAR GENERAL CORPORATION ___________________________ By: Title:_______________________ Title: Countersigned: [_________________________] 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 ____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________. __________________ Signature Social Security or other identifying taxpayer number of transfereeSignature Guaranteed: _______________________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) 11.1.2 of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for Stock or one one-thousandth of a share of Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 0.001 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- -------------------------------------------------------------------------------- thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________Corporate Seal

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) 11.1.2 of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one share of Common Share for Stock or one one-thousandth of a share of Preferred Share Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 0.001 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated Corporate Seal TWEETER HOME ENTERTAINMENT COUNTERSIGNED: GROUP, INC. BANKBOSTON, N.A., as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________Rights Agent

Event. As provided in the Rights Agreement, the Exercise Price and the number of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent. The Agent and are also available upon written request to the Company will mail a copy of or the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request thereforAgent. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Shares Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate is shall be exercised in part, the holder is shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate is shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's common shares, without par value (the "Common Shares"), Stock or Preferred Shares Stock at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Rightspecified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Shares Stock or other consideration considered deemed appropriate by the Board of Directors). The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of shares of Preferred SharesStock, Common Shares Stock or any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany as a document under seal. Dated as of _________________Attested: CYPRESS COMMUNICATIONS, ____INC. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:___By: _______________________________ [Secretary or Assistant Secretary] Name: Title:_________________________________ : [Chairman, Vice Chairman, President or Vice President] Countersigned: National City Bank, a national banking association [RIGHTS AGENT] By:___________________________________ Name:______: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby hereby sells, assigns and transfers unto________________________________________unto ____________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, _____ _________________________________ Signature Signature Guaranteed: _______________________

Event. As provided In certain circumstances described in the Rights Agreement, the Exercise Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or receive cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain eventsAgreement. This Right Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference herein 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, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a upon written request thereforrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Shares as Rights equal to the aggregate number of Rights evidenced by the Right Certificate or Right Certificates surrendered entitled such holder to purchasesurrendered. If this Right Certificate is shall be exercised in part, the registered holder is shall be entitled to receive receive, upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Board of Directors Company under certain circumstances at its option at a redemption price of $0.01 per Right Right, payable at the Company's option in cash or in Common Stock of the Company, subject to adjustment in certain events as provided in the Rights Agreement or (payable ii) may be exchanged in cash, whole or in part for shares of Common Stock. No fractional Preferred Shares or other consideration considered appropriate by the Board of Directors). The Company is not obligated to issue fractional shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that which are integral multiples of one one- -------------------------------------------------------------------------------- thousandth one-hundredth of a Preferred Share), which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, is shall be entitled to vote or receive dividends or be considered deemed for any purpose the holder of a Preferred Shares, Common Shares Share or of any other securities of the Company that which may at any time be issuable on the exercise hereof, nor will shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate will shall not be valid or obligatory for any purpose until it has shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: National City Bank, a national banking association By:___________________________________ Name:_________________________________ Title:________________________________ -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ______________________________________-----------------------------.